Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2020 | Dec. 21, 2020 | Mar. 31, 2020 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Period End Date | Sep. 30, 2020 | ||
Entity File Number | 333-88480 | ||
Entity Registrant Name | NEUBASE THERAPEUTICS, INC. | ||
Entity Incorporation, State Code | DE | ||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | ||
Trading Symbol | NBSE | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity's Reporting Status Current | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 23,177,591 | ||
Entity Public Float | $ 101 | ||
Entity Central Index Key | 0001173281 | ||
Current Fiscal Year End Date | --09-30 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2020 | Sep. 30, 2019 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 31,992,283 | $ 10,313,966 |
Prepaid insurance | 521,617 | 449,583 |
Other prepaid expenses and current assets | 294,640 | 265,686 |
Total Current Assets | 32,808,540 | 11,029,235 |
EQUIPMENT, net | 1,166,934 | 430,995 |
OTHER ASSETS | ||
Intangible assets, net | 0 | 145,833 |
Investment | 323,557 | 586,418 |
Long-term prepaid insurance | 145,250 | 338,916 |
Total Other Assets | 468,807 | 1,071,167 |
TOTAL ASSETS | 34,444,281 | 12,531,397 |
CURRENT LIABILITIES | ||
Accounts payable | 1,505,042 | 1,477,152 |
Accrued expenses and other current liabilities | 555,883 | 405,599 |
Warrant liabilities | 950,151 | 496,343 |
Insurance note payable | 138,557 | 122,919 |
LONG-TERM LIABILITIES | ||
Total Liabilities | 3,149,633 | 2,502,013 |
COMMITMENTS AND CONTINGENCIES (Note 16) | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding as of September 30, 2020 and 2019 | 0 | 0 |
Common stock, $0.0001 par value; 250,000,000 shares authorized; 23,154,084 and 17,077,873 shares issued and outstanding as of September 30, 2020 and 2019, respectively | 2,315 | 1,708 |
Additional paid-in capital | 74,850,935 | 36,201,758 |
Accumulated deficit | (43,558,602) | (26,174,082) |
Total stockholders' equity | 31,294,648 | 10,029,384 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 34,444,281 | $ 12,531,397 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2020 | Sep. 30, 2019 |
Consolidated Balance Sheets | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 10,000,000 | 10,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 250,000,000 | 250,000,000 |
Common stock, issued | 23,154,084 | 17,077,873 |
Common stock, outstanding | 23,154,084 | 17,077,873 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
OPERATING EXPENSES | ||
General and administrative | $ 10,123,298 | $ 9,095,674 |
Research and development | 6,946,008 | 3,447,201 |
Research and development expense- license acquired | 12,967,415 | |
TOTAL OPERATING EXPENSES | 17,069,306 | 25,510,290 |
LOSS FROM OPERATIONS | (17,069,306) | (25,510,290) |
OTHER INCOME (EXPENSE) | ||
Interest expense | (7,686) | (128,951) |
Change in fair value of warrant liabilities | (453,808) | (492,889) |
Loss on disposal of fixed asset | (3,230) | 0 |
Equity in losses on equity method investment | (262,861) | 0 |
Other income | 412,371 | |
Total other income (expenses), net | (315,214) | (621,840) |
NET LOSS | $ (17,384,520) | $ (26,132,130) |
BASIC AND DILUTED LOSS PER SHARE (in dollars per share) | $ (0.89) | $ (3.16) |
WEIGHTED AVERAGE SHARES OUTSTANDING: | ||
BASIC AND DILUTED | 19,620,291 | 8,271,707 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Treasury Stock | Common stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance, beginning at Sep. 30, 2018 | $ 573 | $ (517) | $ (41,952) | $ (41,896) | |
Balance, beginning, shares at Sep. 30, 2018 | 5,727,090 | ||||
Stock-based compensation expense | 8,958,966 | 8,958,966 | |||
Repurchase of common stock | $ (140) | 126 | $ (14) | ||
Repurchase of common stock (in shares) | (1,401,202) | (1,375,000) | |||
Retirement of common stock | $ 140 | $ (140) | |||
Retirement of common stock (in shares) | 1,401,202 | (1,401,202) | |||
Common stock for research and development expense- license acquired - CMU | $ 84 | 844,516 | $ 844,600 | ||
Common stock for research and development expense- license acquired - CMU (in shares) | 835,625 | ||||
Issuance of restricted stock for services | $ 153 | 1,321 | 1,474 | ||
Issuance of restricted stock for services (in shares) | 1,532,984 | ||||
Cash received for prefunded warrants | 10 | 10 | |||
Issuance of common stock for conversion of notes payable and accrued interest | $ 61 | 966,155 | 966,216 | ||
Issuance of common stock for conversion of notes payable and accrued interest (in shares) | 609,874 | ||||
Issuance of common stock for the cashless exercise of warrants | $ 10 | 429,667 | 429,677 | ||
Issuance of common stock for the cashless exercise of warrants (in shares) | 103,787 | ||||
Issuance of common stock in pre-acquisition private placement, net of issuance costs | $ 530 | 8,267,627 | 8,268,157 | ||
Issuance of common stock in pre-acquisition private placement, net of issuance costs (in shares) | 5,302,005 | ||||
Issuance of common stock and options for acquisition of Ohr | $ 283 | 11,776,644 | 11,776,927 | ||
Issuance of common stock and options for acquisition of Ohr (in shares) | 2,829,248 | ||||
Issuance of common stock in a private placement financing, net of issuance costs | $ 154 | 4,957,243 | $ 4,957,397 | ||
Issuance of common stock in a private placement financing, net of issuance costs (in shares) | 1,538,462 | ||||
Exercise of stock options (in shares) | 0 | ||||
Net loss | (26,132,130) | $ (26,132,130) | |||
Balance, ending at Sep. 30, 2019 | $ 1,708 | 36,201,758 | (26,174,082) | $ 10,029,384 | |
Balance, ending, shares at Sep. 30, 2019 | 17,077,873 | 17,077,873 | |||
Stock-based compensation expense | 5,194,784 | $ 5,194,784 | |||
Issuance of common stock, net of issuance costs | $ 604 | 33,283,366 | 33,283,970 | ||
Issuance of common stock, net of issuance costs (in shares) | 6,037,500 | ||||
Issuance of restricted stock for services (in shares) | 6,980 | ||||
Exercise of stock options | $ 3 | 171,027 | $ 171,030 | ||
Exercise of stock options (in shares) | 31,731 | 31,731 | |||
Net loss | (17,384,520) | $ (17,384,520) | |||
Balance, ending at Sep. 30, 2020 | $ 2,315 | $ 74,850,935 | $ (43,558,602) | $ 31,294,648 | |
Balance, ending, shares at Sep. 30, 2020 | 23,154,084 | 23,154,084 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (17,384,520) | $ (26,132,130) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Stock-based compensation | 5,194,784 | 8,958,966 |
Research and development expense - license acquired CMU | 0 | 1,046,965 |
Research and development expense - license acquired Ohr | 0 | 11,920,450 |
Change in fair value of warrant liabilities | 453,808 | 492,889 |
Depreciation and amortization | 280,463 | 128,372 |
Loss on disposal of fixed asset | 3,230 | 0 |
Equity in losses on equity method investment | 262,861 | 0 |
Non-cash amortization on convertible notes | 0 | 94,444 |
Non-cash interest expense on convertible notes | 0 | 21,772 |
Changes in operating assets and liabilities | ||
Other prepaid expenses and current assets | 264,442 | (386,499) |
Long-term prepaid insurance | 193,666 | (338,916) |
Accounts payable | (129,088) | 962,434 |
Accrued expenses and other current liabilities | 150,283 | 385,765 |
Net cash used in operating activities | (10,710,071) | (2,845,488) |
Cash flows from investing activities | ||
Purchase of laboratory and office equipment | (716,820) | (455,200) |
Cash acquired in connection with Acquisition of Ohr | 0 | 752,419 |
Payment of transaction costs for Acquisition of Ohr | 0 | (884,981) |
Payment of transaction costs for licenses acquired- CMU | 0 | (43,463) |
Cash paid for license acquired | 0 | (54,000) |
Net cash used in investing activities | (716,820) | (685,225) |
Cash flows from financing activities | ||
Principal payment of financed insurance | (349,792) | (90,081) |
Proceeds from issuance of stock, net of issuance costs | 33,283,970 | 0 |
Proceeds from exercise of stock options | 171,030 | 0 |
Proceeds from issuance of common stock in pre-acquisition financing, net of issuance costs | 0 | 8,268,157 |
Proceeds from issuance of common stock in private placement financing, net of issuance costs | 0 | 4,957,397 |
Proceeds from issuance of convertible notes | 0 | 600,000 |
Payment for warrant redemption | 0 | (141,864) |
Proceeds from issuance of common shares for services | 0 | 1,474 |
Proceeds from prefunded warrant | 0 | 10 |
Repurchase of common stock | 0 | (14) |
Net cash provided by financing activities | 33,105,208 | 13,595,079 |
Net increase in cash and cash equivalents | 21,678,317 | 10,064,366 |
Cash and cash equivalents, beginning of period | 10,313,966 | 249,600 |
Cash and cash equivalents, end of period | 31,992,283 | 10,313,966 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 3,244 | 3,177 |
Cash paid for income taxes | 0 | 0 |
Non-cash investing and financing activities: | ||
Issuance of common stock for research and development expense-licenses acquired- CMU | 0 | 844,600 |
Issuance of common stock and options for acquisition of Ohr | 0 | 11,776,927 |
Fair value of warrant liability issued for research and development expense- licenses acquired | 0 | 104,902 |
Issuance of common stock for conversion of debt | 0 | 944,444 |
Issuance of common stock for conversion of accrued interest | 0 | 21,772 |
Issuance of common stock for the cashless exercise of warrant | 0 | 429,677 |
Insurance financed through note payable | 365,430 | 213,000 |
Capital expenditures in accounts payable | $ 156,978 | $ 0 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Sep. 30, 2020 | |
Organization and Description of Business | |
Organization and Description of Business | 1. Organization and Description of Business NeuBase Therapeutics, Inc. and subsidiaries (the “Company” or “NeuBase”) is developing a modular peptide-nucleic acid (“PNA”) antisense oligone (“PATrOL™”) platform to address genetic diseases caused by mutant proteins, with a single, cohesive approach. The PATrOL™-enabled anti-gene therapies are designed to improve upon current genetic medicine strategies by combining the advantages of synthetic approaches with the precision of antisense technologies. NeuBase plans to use its platform to address diseases which have a genetic source, with an initial focus on Huntington’s Disease (“HD”) and Myotonic Dystrophy Type 1 (“DM1”), as well as other genetic disorders and cancer. NeuBase is a pre-clinical-stage biopharmaceutical company and continues to develop its clinical and regulatory strategy with its internal research and development team with a view toward prioritizing market introduction as quickly as possible. NeuBase’s lead programs are NT0100 and NT0200. The NT0100 program is a PATrOL™-enabled therapeutic program being developed to target the mutant expansion in the HD messenger ribonucleic acid (“RNA”). The NT0100 includes several proprietary PNAs which have the potential to be highly selective for the mutant transcript vs. the wild-type transcribed allele and the expectation to be applicable for nearly all HD patients as it directly targets the expansion itself, and has the potential to be delivered systemically. PATrOL™-enabled drugs also have the unique ability to open RNA secondary structures and bind to either the primary nucleotide sequences or the secondary and/or tertiary structures. NeuBase believes the NT0100 program addresses an unmet need for a disease which currently has no effective therapeutics that target the core etiology of the condition. NeuBase believes there is a large opportunity in the U.S. and European markets for drugs in this space. The NT0200 program is a PATrOL™-enabled therapeutic program being developed to target the mutant expansion in the DM1 disease mRNA. The NT0200 program includes several proprietary PNAs which have the potential to be highly selective for the mutant transcript versus the wild-type transcribed allele and the expectation to be effective for nearly all DM1 patients as it directly targets the expansion itself. NeuBase believes the NT0200 program addresses an unmet need for a disease which currently has no effective therapeutics that target the core etiology of the condition. NeuBase believes there is also a large opportunity in the U.S. and European markets for drugs in this space. Acquisition of Ohr Pharmaceutical, Inc. and Reverse Stock Split On July 12, 2019, the Company (formerly known as Ohr Pharmaceutical, Inc. (“Ohr”)) completed a reverse acquisition transaction in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of January 2, 2019, by and among the Company, Ohr Acquisition Corp. (“Merger Sub”), and NeuBase Therapeutics, Inc. (“Legacy NeuBase”), as amended by the First Amendment thereto made and entered into as of June 27, 2019 (as amended, the “Acquisition Agreement”), pursuant to which Merger Sub merged with and into Legacy NeuBase, with Legacy NeuBase (“renamed as NeuBase Corporation”) surviving as a wholly owned subsidiary of the Company (the “Ohr Acquisition”). On July 12, 2019, immediately after completion of the Ohr Acquisition, the Company changed its name to “NeuBase Therapeutics, Inc.” Under the terms of the Acquisition Agreement, the Company issued shares of common stock to Legacy NeuBase’s stockholders at an exchange rate of 1.019055643 shares of common stock for each share of Legacy NeuBase’s common stock outstanding immediately prior to the Ohr Acquisition (the “Exchange Ratio”). The Company also assumed all of the stock options outstanding and unexercised under the NeuBase Therapeutics, Inc. 2018 Equity Incentive Plan with such stock options henceforth representing the right to purchase a number of shares of common stock equal to the Exchange Ratio multiplied by the number of shares of Legacy NeuBase’s common stock previously represented by such options (and rounding the resulting number down to the nearest whole share) at an exercise price equal to the previous per share exercise price of such options divided by the Exchange Ratio (and rounding the resulting number up to the nearest whole cent). Immediately after the Ohr Acquisition, there were 15,524,219 shares of common stock outstanding. Immediately after the Ohr Acquisition, the former stockholders, optionholders, warrantholders and noteholders of Legacy NeuBase owned, or held rights to acquire, approximately 85% of the fully-diluted common stock of the combined company, with the Company’s stockholders, optionholders and warrantholders immediately prior to the Ohr Acquisition owning, or holding rights to acquire, approximately 15% of the fully-diluted common stock of the combined company. The Ohr Acquisition was accounted for as a “reverse asset acquisition”, whereby Legacy NeuBase was determined to be the accounting acquirer based upon the terms of the Ohr Acquisition and other factors including: (i) Legacy NeuBase stockholders and other persons holding securities convertible, exercisable or exchangeable directly or indirectly for Legacy NeuBase common stock owned approximately 85% of the Company immediately following the effective time of the Ohr Acquisition, (ii) Legacy NeuBase holds all (five) board seats of the combined company and (iii) Legacy NeuBase’ management holds key positions in the management of the combined company. The historical financial statements, outstanding shares and all other historical share information have been adjusted by multiplying the respective share amount by the Exchange Ratio as if the Exchange Ratio had been in effect for all periods presented. Prior to the Ohr Acquisition, on January 18, 2019, following a special meeting of the Company’s stockholders, the board of directors of the Company approved a one-for-twenty reverse stock split of the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”). On January 23, 2019, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation to effect the Reverse Stock Split. The Company’s common stock began trading on a split-adjusted basis when the market opened on February 4, 2019. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Sep. 30, 2020 | |
Significant Accounting Policies | |
Significant Accounting Policies | 2. Significant Accounting Policies Basis of Presentation The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated during the consolidation process. The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. The most significant estimates in the Company’s consolidated financial statements relate to the valuation of share-based compensation, the valuation of licenses, the fair value of warrant liabilities and the valuation allowance of deferred tax assets resulting from net operating losses. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. The Company assesses and updates estimates each period to reflect current information, such as the economic considerations related to the impact that the novel coronavirus disease (COVID-19) could have on our significant accounting estimates (See Part I, Item 1A- Risk Factors “ Our operations may be adversely affected by the coronavirus outbreak, and we face risks that could impact our business ” for further discussion of the effect of the COVID-19 pandemic on our operations). Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company's future results of operations will be affected. Revision to Prior Year Financial Statements During the course of preparing the annual report on Form 10-K for the years ended September 30, 2020, and 2019, the Company identified an error in one of the Black-Scholes option pricing model assumptions, utilized in calculating the fair value of a stock option award granted during the year ended September 30, 2019, which resulted in an overstatement of share-based compensation expense for the year ended September 30, 2019. The Company concluded that the error was not material to any prior annual period and the error had no impact to any prior interim period. Nevertheless, the Company has revised its historical financial statements to properly reflect the share-based compensation expense for the corrected fair value of options granted in the prior period. The effect of the revisions to the financial statements is as follows: Consolidated Balance Sheet September 30, 2019 As Previously Reported Adjustments As Adjusted Stockholders’ equity Additional paid-in capital $ 37,027,875 $ (826,117) $ 36,201,758 Accumulated deficit (27,000,199) 826,117 (26,174,082) Total stockholders’ equity 10,029,384 — 10,029,384 Total liabilities and stockholders’ equity $ 12,531,397 $ — $ 12,531,397 Consolidated Statement of Operations Year Ended September 30, 2019 As Previously Reported Adjustments As Adjusted Research and development expenses $ 4,273,318 $ (826,117) $ 3,447,201 Total operating expenses 26,336,407 (826,117) 25,510,290 Loss from operations (26,336,407) 826,117 (25,510,290) Net loss $ (26,958,247) $ 826,117 $ (26,132,130) Basic and diluted loss per common share $ (3.26) $ (3.16) Consolidated Statement of Cash Flows Year Ended September 30, 2019 As Previously Reported Adjustments As Adjusted Cash flows from operating activities: Net loss $ (26,958,247) $ 826,117 $ (26,132,130) Stock-based compensation 9,785,083 (826,117) 8,958,966 Net cash used in operating activities (2,845,488) — (2,845,488) Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents. Cash and cash equivalents are maintained in accounts with financial institutions, which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. Fair Value Measurements Fair value measurements are based on the premise that fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the following three-tier fair value hierarchy has been used in determining the inputs used in measuring fair value: Level 1- Quoted prices in active markets for identical assets or liabilities on the reporting date. Level 2- Pricing inputs are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3- Pricing inputs are generally unobservable and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require management’s judgment or estimation of assumptions that market participants would use in pricing the assets or liabilities. The fair values are therefore determined using factors that involve considerable judgment and interpretations, including but not limited to private and public comparables, third-party appraisals, discounted cash flow models and fund manager estimates. Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Management’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The use of different assumptions and/or estimation methodologies may have a material effect on estimated fair values. Accordingly, the fair value estimates disclosed or initial amounts recorded may not be indicative of the amount that the Company or holders of the instruments could realize in a current market exchange. The following tables present the Company’s fair value hierarchy for its warrant liabilities measured at fair value on a recurring basis at September 30, 2020 and 2019: Fair Value Measurements as of September 30, 2020 (Level 1) (Level 2) (Level 3) Total Liabilities Warrant liabilities $ — — 950,151 $ 950,151 Fair Value Measurements as of September 30, 2019 (Level 1) (Level 2) (Level 3) Total Liabilities Warrant liabilities $ — — 496,343 $ 496,343 The following assumptions were used in determining the fair value of the warrant liabilities as of September 30, 2020 and 2019: As of September 30, 2020 2019 Remaining contractual term (years) 1.2 - 1.5 2.2 - 2.5 Common stock price volatility 91.1% - 96.1% 76.6% - 78.4% Risk-free interest rate 0.12% - 0.13% 1.6% - 1.63% Expected dividend yield — — The change in fair value of the warrant liabilities for the years ended September 30, 2020 and 2019 is as follows: Warrant liabilities Fair value as of September 30, 2018 $ — Warrants issued in connection with license acquired- CMU 104,902 Warrants assumed in connection with acquisition of Ohr 470,093 Extinguishment of warrant liability related to the cashless exercise of warrants (429,677) Extinguishment of warrant liability related to warrants redeemed for cash (141,864) Change in fair value 492,889 Fair value as of September 30, 2019 496,343 Change in fair value 453,808 Fair value as of September 30, 2020 $ 950,151 As of September 30, 2020 and 2019, the recorded values of cash and cash equivalents, accounts payable and the insurance note payable approximate fair value due to the short-term nature of the instruments. Equipment Equipment is stated at cost less accumulated depreciation. Depreciation is provided on a straight-line basis over the estimated useful lives of the assets. The Company estimates useful lives as follows: · Laboratory equipment: five years · Office equipment: three years Intangible Assets Identifiable intangible assets includes clinical trial data acquired in the Ohr Acquisition. The intangible asset was amortized over its estimated useful life (approximately six months), which approximates the pattern in which the assets’ economic benefits were consumed. The fair value of the intangible asset was determined using actual and potential market transactions which are management’s best estimates of inputs and assumptions that a market participant would use. The estimates are based on assumptions that the Company believes to be reasonable, but such assumptions are subject to unpredictability and uncertainty. For amortizable intangible assets, the Company performs an impairment analysis when circumstances suggest that the carrying values of those assets may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds its fair value. As of September 30, 2020 and 2019, the carrying value of the intangible asset was $0 and $0.1 million, respectively. Impairment of Long-Lived Assets The Company reviews the carrying value of for indicators of possible impairment whenever events and circumstances indicate that the carrying value of an asset or asset group may not be recoverable from the estimated future net undiscounted cash flows expected to result from its use and eventual disposition. In cases where estimated future net undiscounted cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the asset or asset group. The factors that would be considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used and the effects of obsolescence, demand, competition and other economic factors. Based on this assessment, there was no impairment at September 30, 2020 and 2019. Investment The Company’s investment consists of common and preferred shares of DepYmed, Inc. Investments that the Company has the ability to exercise significant influence over are accounted for as equity method investments. Equity method investments are recorded at cost plus the proportional share of the issuer’s. Investments that do not have a readily determinable fair value and qualify for the measurement alternative for equity investments provided in ASC 321, are accounted for at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. Operating Leases Effective October 1, 2019, the Company determines if an arrangement is a lease at inception. Operating leases are included in operating right-of-use (“ROU”) assets and operating lease liabilities on the consolidated balance sheets. Prior to October 1, 2019, the Company recorded rent expense associated with its operating lease on a straight-line basis over the term of the lease. Lease ROU assets and operating lease liabilities are initially recognized based on the present value of the future minimum lease payments over the lease term at commencement date calculated using the Company’s incremental borrowing rate applicable to the lease asset, unless the implicit rate is readily determinable. ROU assets also include any lease payments made at or before lease commencement and exclude any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Leases with a term of 12 months or less are not recognized on the Company’s consolidated balance sheet. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company accounts for lease and non-lease components as a single lease component for all its leases. As of September 30, 2020, the Company’s leases had original terms of 12 months or less. The Company does not recognize ROU assets and lease liabilities that arise from leases with an original term of 12 months or less. Rather, the Company recognizes the lease expense on a straight-line basis over the term of the lease. Research and Development The Company expenses research and development costs as operating expenses as incurred. Research and development expenses consist primarily of: · salaries and related benefits for personnel in research and development functions, including stock-based compensation and benefits; · fees paid to consultants and contract research organizations for preclinical development work on our PATrOL TM platform and programs; · allocation of facility lease and maintenance costs; · depreciation of laboratory equipment and computers; · costs related to purchasing raw materials for and producing our product candidates; · costs related to compliance with regulatory requirements; and · license fees related to in-licensed technologies. Research and Development Expense- Licenses Acquired The Company evaluates whether acquired intangible assets are a business under applicable accounting standards. Additionally, the Company evaluates whether the acquired assets have an alternative future use. Intangible assets that do not have alternative future use are considered acquired in-process research and development. When the acquired in-process research and development assets are not part of a business combination, the value of the consideration paid is expensed on the acquisition date. Future costs to develop these assets are recorded to research and development expense as they are incurred. Stock-Based Compensation The Company expenses stock-based compensation to employees, non-employees and board members over the requisite service period based on the estimated grant-date fair value of the awards and actual forfeitures. The Company accounts for forfeitures as they occur. Stock-based awards with graded-vesting schedules are recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. The Company was historically a private company and lacked company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies. Additionally, due to an insufficient history with respect to stock option activity and post-vesting cancellations, the expected term assumption for employee grants is based on a permitted simplified method, which is based on the vesting period and contractual term for each tranche of awards. The mid-point between the weighted-average vesting term and the expiration date is used as the expected term under this method. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect for time periods approximately equal to the expected term of the award. Expected dividend yield is zero based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. All stock-based compensation costs are recorded in general and administrative or research and development costs in the consolidated statements of operations based upon the underlying individual's role at the Company. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred income taxes are recorded for temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities. Deferred tax assets and liabilities reflect the tax rates expected to be in effect for the years in which the differences are expected to reverse. A valuation allowance is provided if it is more likely than not that some or all of the deferred tax assets will not be realized. The Company also follows the provisions of accounting for uncertainty in income taxes which prescribes a model for the recognition and measurement of a tax position taken or expected to be taken in a tax return, and provides guidance on derecognition, classification, interest and penalties, disclosure and transition. In accordance with this guidance, tax positions must meet a more likely than not recognition threshold and measurement attribute for the financial statement recognition and measurement of tax position. The Company’s policy is to account for income tax related interest and penalties in income tax expense in the accompanying consolidated statements of operations. Net Loss Per Share Basic net loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during each period. Diluted net loss per share includes the dilutive effect, if any, from the potential exercise or conversion of securities, such as convertible debt, warrants and stock options that would result in the issuance of incremental shares of common stock. In computing the basic and diluted net loss per share applicable to common stockholders, the weighted average number of shares remains the same for both calculations due to the fact that when a net loss exists, dilutive shares are not included in the calculation as the impact is anti-dilutive. Recent Accounting Standards In February 2016, the FASB issued ASU 2016-2, Leases . The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The Company adopted this new lease standard on October 1, 2019 using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The adoption of the new lease standard did not have an impact on the Company’s consolidated financial statements as the Company did not have any leases with original terms longer than 12 months at the adoption date and as of September 30, 2020. In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. |
Liquidity
Liquidity | 12 Months Ended |
Sep. 30, 2020 | |
Liquidity | |
Liquidity | 3.Liquidity The Company has had no revenues from product sales and has incurred operating losses since inception. As of September 30, 2020, the Company had $32.0 million in cash and cash equivalents and during the year ended September 30, 2020 incurred a loss from operations of $17.1 million and used $10.7 million of cash in operating activities. The Company has historically funded its operations through the sale of common stock and the issuance of convertible notes and warrants. The Company expects to continue to incur significant operating losses for the foreseeable future and may never become profitable. As a result, the Company will likely need to raise additional capital through one or more of the following: the issuance of additional debt or equity or the completion of a licensing transaction for one or more of the Company’s pipeline assets. Management believes that it has sufficient working capital on hand to fund operations through at least the next twelve months from the date these consolidated financial statements were issued. There can be no assurance that the Company will be successful in acquiring additional funding, that the Company’s projections of its future working capital needs will prove accurate, or that any additional funding would be sufficient to continue operations in future years. |
Acquisition of Ohr Pharmaceutic
Acquisition of Ohr Pharmaceutical, Inc. | 12 Months Ended |
Sep. 30, 2020 | |
Acquisition of Ohr Pharmaceutical, Inc. | |
Acquisition of Ohr Pharmaceutical, Inc. | 4. Acquisition of Ohr Pharmaceutical, Inc. As described in Note 1, on July 12, 2019, the Company completed the acquisition of Ohr in accordance with the terms of the Acquisition Agreement. The acquisition was accounted for as a reverse asset acquisition. Pursuant to the Acquisition Agreement, the Company issued to Legacy NeuBase stockholders, optionholders, warrant holders and noteholders of Legacy NeuBase a number of shares of Ohr common stock representing approximately 85% of the fully diluted common stock of Ohr. The cost of the Ohr acquisition, which represents the consideration transferred to Ohr’s stockholders in the Ohr Acquisition, was calculated based on the fair value of common stock of the combined company that Ohr stockholders own as of the closing of the Ohr Acquisition on July 12, 2019. With no active trading market for shares of Legacy NeuBase common stock, fair value of the Ohr common stock represents a more reliable measure of the fair value of consideration transferred in the acquisition. The cost of the Ohr acquisition of $12.7 million consists of the following: Number of shares of the combined company to be owned by Ohr security holders 2,829,248 Fair value per share of Ohr common stock as of July 11, 2019 $ 4.14 Fair value of Ohr shares outstanding 11,713,087 Fair value of options assumed 63,840 Fair value of common stock and options issued 11,776,927 Transaction costs 884,981 Total cost of the Ohr acquisition $ 12,661,908 The total cost of the Ohr Acquisition was allocated to the net assets acquired as follows: Cash and cash equivalents $ 752,419 Prepaid expenses and other current assets 115,769 Investment in DepYmed 586,418 Intangible assets 250,000 Warrant liability (470,093) Accounts payable and accrued expenses (493,055) Fair value of net assets acquired 741,458 Research and development expense- License acquired 11,920,450 Total cost of Ohr Acquisition $ 12,661,908 The Company identified an intangible asset related to Ohr’s clinical trial data with an estimated fair value of $0.3 million. This intangible asset was amortized on a straight-line basis over its estimated useful life of six months. As of the asset acquisition date, Ohr’s SKS sustained release ocular drug delivery platform technology (“SKS Technology”) acquired had not yet attained regulatory approval. Accordingly, this intangible asset represents an in-process research and development asset with no future alternative use and was immediately expensed under the guidance of Accounting Standard Codification (“ASC”) 730, Research and Development , upon the asset acquisition. |
License Agreement with Carnegie
License Agreement with Carnegie Mellon University | 12 Months Ended |
Sep. 30, 2020 | |
License Agreement with Carnegie Mellon University | |
License Agreement with Carnegie Mellon University | 5. License Agreement with Carnegie Mellon University On December 17, 2018, Legacy NeuBase entered into a License Agreement with Carnegie Mellon University (the “CMU License Agreement”). Under the CMU License Agreement, Carnegie Mellon University (“CMU”) granted Legacy NeuBase an exclusive, worldwide right to the PATrOL™ technology, with patents and patent applications describing composition of matter and uses of the platform. As partial consideration for the license right, Legacy NeuBase issued and delivered to CMU 820,000 shares of Legacy NeuBase common stock (or 835,625 shares of common stock of the Company converted at the Exchange Ratio provided for in the Acquisition Agreement), which constituted 8.2% of the then fully-diluted capitalization of Legacy NeuBase. Further, as partial consideration for the license right, Legacy NeuBase issued a warrant to CMU, exercisable only upon the earlier of (i) the day that Legacy NeuBase receives cumulative capital funding or revenues equal to $2 million or (ii) 30 days prior to any change of control event that provides for the issuance of shares, for a number of shares of Legacy NeuBase common stock sufficient such that when added to the 820,000 shares of Legacy NeuBase common stock, CMU holds in the aggregate an amount equal to 8.2% of the fully-diluted capitalization of Legacy NeuBase; provided, however, that for purposes of calculating 8.2%, only the first $2 million of capital funding shall be considered in the determination of Legacy NeuBase’s fully-diluted capitalization. Under the CMU License Agreement, CMU has preemptive rights with respect to certain future sales of securities by Legacy NeuBase for capital-raising purposes, “piggyback” registration rights and co-sale rights with respect to certain resales of shares of Legacy NeuBase by Legacy NeuBase’s stockholders. Pursuant to the CMU License Agreement, Legacy NeuBase must achieve certain milestones to demonstrate certain developments of the licensed product. Legacy NeuBase may obtain one six-month extension to meet each milestone with a nominal payment to CMU. Further, subject to certain conditions, Legacy NeuBase will pay to CMU royalties at a percentage of net sales in the low single digits and sublicensing fees. The Company recognized research and development expense totaling approximately $1.0 million during the year ended September 30, 2019 for the value of consideration paid in connection with the license agreement. The consideration paid for the license right is as follows: Cash consideration $ 54,000 Acquisition costs 43,463 Fair value of common stock 844,600 Fair value of warrant liability issued 104,902 Total consideration $ 1,046,965 |
Equipment
Equipment | 12 Months Ended |
Sep. 30, 2020 | |
Equipment | |
Equipment | 6 . Equipment The Company’s equipment consisted of the following: As of September 30, 2020 2019 Laboratory equipment $ 1,319,123 $ 452,817 Office equipment 6,477 2,383 Total 1,325,600 455,200 Accumulated depreciation (158,666) (24,205) Property, plant and equipment, net $ 1,166,934 $ 430,995 Depreciation expense for the years ended September 30, 2020 and 2019 was approximately $0.1 million and $0.02 million, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Sep. 30, 2020 | |
Intangible Assets | |
Intangible Assets | 7 . Intangible Assets The Company’s intangible assets consisted of the following: As of September 30, 2020 2019 Clinical trial data $ 250,000 $ 250,000 Accumulated amortization (250,000) (104,167) Intangible assets, net $ — $ 145,833 Amortization expense for the years ended September 30, 2020 and 2019 was approximately $0.1 million and $0.1 million, respectively. |
Investment
Investment | 12 Months Ended |
Sep. 30, 2020 | |
Investment | |
Investment | 8. Investment On February 26, 2014, Ohr entered into a Joint Venture Agreement and related agreements with Cold Spring Harbor Laboratory (“CSHL”) pursuant to which a joint venture, DepYmed Inc. (“DepYmed”), was formed to further preclinical and clinical development of the Company’s intellectual property for rare diseases and oncology. DepYmed licenses research from CSHL and intellectual property from the Company. Following the Ohr Acquisition, the Company owns common and preferred shares of DepYmed, which in aggregate represents approximately 15% ownership of DepYmed. In addition, the Company is entitled to hold two of the six seats on DepYmed’s board of directors. The Company accounts for its investment in DepYmed common shares using the equity method of accounting and records its proportionate share of DepYmed’s net income and losses in the accompanying consolidated statements of operations. The Company accounts for its investment in preferred shares of DepYmed at cost, less any impairment, as the Company determined the preferred stock did not have a readily determinable fair value. The carrying value of the Company’s total investment is DepYmed is as follows: As of September 30, 2020 2019 Fair value of DepYmed common shares assumed in connection with acquisition of Ohr $ 487,398 $ 487,398 Equity in losses on equity method investment (262,861) — Carrying value of DepYmed common shares 224,537 487,398 Fair value of DepYmed preferred shares assumed in connection with acquisition of Ohr 99,020 99,020 Total Investment $ 323,557 $ 586,418 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Sep. 30, 2020 | |
Accrued Expenses and Other Current Liabilities | |
Accrued Expenses and Other Current Liabilities | 9. Accrued Expenses and Other Current Liabilities The Company’s accrued expenses and other current liabilities consisted of the following: As of September 30, 2020 2019 Accrued compensation and benefits $ 88,527 $ 34,625 Accrued interest 3,707 10,830 Accrued professional fees 241,755 156,919 Accrued research and development 41,313 88,553 Other accrued expenses 180,581 114,672 Total $ 555,883 $ 405,599 |
Notes Payable
Notes Payable | 12 Months Ended |
Sep. 30, 2020 | |
Notes Payable | |
Notes Payable | 10. Notes Payable Insurance Note Payable As of September 30, 2020 and 2019, the Company had the following insurance notes payable outstanding: Stated Balance at Balance at Interest Original September September Maturity Date Rate Principal 30, 2020 30, 2019 2020 Insurance Note December 2020 5.25 % $ 365,430 $ 138,557 $ — 2019 Insurance Note February 2020 5.75 % 213,000 — 122,919 Convertible Notes Payable During the year ended September 30, 2019, the Company entered into convertible note agreements with investors with an aggregate principal of $0.6 million. Together with outstanding convertible note as of September 30, 2018 of $0.3 million, the aggregate principal amount of the convertible notes was $0.9 million and were due one to two years from issuance, no later February 2021, with simple interest at the rate of 6% per annum. The outstanding principal and accrued interest of each convertible note automatically converted into shares of Legacy NeuBase common stock, upon the issuance of Legacy NeuBase common stock in connection with the pre-acquisition financing, by dividing the then-outstanding balance of each convertible note by 90% of the purchase price per share paid by investors in the pre- acquisition financing, or $1.6145. In connection with the closing of the pre-acquisition financing, the convertible notes plus unpaid interest were converted into 598,472 shares of Legacy NeuBase common stock at a price of $1.6145 per share. Upon the consummation of the Ohr Acquisition, the convertible note shares were converted pursuant to the Exchange Ratio in the Acquisition Agreement into the right to receive 609,874 shares of common stock. During the year ended September 30, 2019, the Company recognized cumulative interest expense of $0.1 million, which includes approximately $0.1 million related to the amortization of the discount on the convertible note agreements. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity | |
Stockholders' Equity | 11. Stockholders’ Equity Preferred Stock The Company is authorized to issue 10 million shares of preferred stock, par value $0.0001 as of September 30, 2020 and 2019. No shares of preferred stock were issued or outstanding as of September 30, 2020 or 2019. Common Stock The Company has authorized 250 million shares of common stock, $0.0001 par value per share as of September 30, 2020 and 2019. Each share of common stock is entitled to one voting right. Common stock owners are entitled to dividends when funds are legally available and declared by the Company’s board of directors. Common Stock Offering On April 30, 2020, the Company closed an underwritten public offering of 6,037,500 shares of its common stock (inclusive of 787,500 shares that were sold pursuant to the underwriters' full exercise of their option to purchase additional shares of the Company's common stock), at a price to the public of $6.00 per share. The Company received net proceeds from the offering of approximately $33.3 million, after deducting the underwriting discounts and commissions and other estimated offering expenses payable by the Company. The Company intends to use the net proceeds from this offering for working capital and general corporate purposes and to advance the development of its product candidates and expand its pipeline. Pre-Acquisition Financing On July 11, 2019, Legacy NeuBase closed a private placement transaction, whereby, among other things, Legacy NeuBase issued to certain investors shares of Legacy NeuBase common stock immediately prior to the Ohr Acquisition in a private placement transaction (the “Pre-Acquisition Financing”). At the closing of the Pre-Acquisition Financing, Legacy NeuBase issued and sold to the Pre-Acquisition Financing investors an aggregate of 5,202,879 shares of Legacy NeuBase’s common stock, resulting in approximately $8.3 million net of issuance costs. Upon the consummation of the Ohr Acquisition, the Pre-Acquisition Financing shares were converted pursuant to the Exchange Ratio in the Acquisition Agreement into the right to receive 5,302,005 shares of common stock. Post-Acquisition Private Placement On July 12, 2019, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with certain accredited investors for the sale by the Company in a private placement (the “Private Placement”) of an aggregate 1,538,462 shares of common stock, at a purchase price of $3.25 per share. The closing of the Private Placement occurred on July 15, 2019. The aggregate net proceeds from the sale of the common stock was approximately $5.0 million. Convertible Notes As described in Note 10, in connection with the closing of the Pre-Acquisition Financing, the convertible notes plus unpaid interest, of approximately $1.0 million were converted into 598,472 shares of Legacy NeuBase common stock at a price of $1.6145 per share. Upon the consummation of the Ohr Acquisition, the convertible note shares were converted pursuant to the Exchange Ratio in the Acquisition Agreement into the right to receive 609,874 shares of common stock. Asset Acquisitions As described in Note 5, in connection with the acquisition of the CMU License Agreement, Legacy NeuBase issued 820,000 shares of Legacy NeuBase common stock. Upon the consummation of the Ohr Acquisition, the shares issued in connection with the CMU License Agreement were converted pursuant to the Exchange Ratio in the Acquisition Agreement into the right to receive 835,625 shares of common stock. As described in Note 4, in connection with the acquisition of Ohr, the Company issued to Legacy NeuBase stockholders, option holders, warrant holders and noteholders of NeuBase a number of shares of Ohr common stock at the exchange rate of 1.019055643 shares of common stock for each share of Legacy NeuBase’s common stock outstanding immediately prior to the Ohr Acquisition. The common stock of the combined company that Ohr stockholders owned as of the closing of the Ohr Acquisition on July 12, 2019 is 2,829,248 shares of common stock. Treasury Stock At September 30, 2018, Legacy NeuBase had sold 5,620,000 shares of Legacy NeuBase common stock (or 5,727,090 shares of common stock of the Company converted at the Exchange Ratio provided for in the Acquisition Agreement) to Legacy NeuBase’s founders and other employees and service providers for gross proceeds of $55. The Legacy NeuBase common stock issued to the Company’s employees was eligible to be repurchased by the Company for a 36 month period following the sale, subject to the amount available for repurchase, in the event the purchaser is no longer providing services to the Company. The Company’s repurchase of eligible shares was to be at a price per share equal to the lesser of (i) the fair market value of the shares at the time the repurchase option is exercised, as determined by the Company’s board of directors, and (ii) the original purchase price. The Company was able to exercise its repurchase option as to any or all of the shares available for repurchase at any time after the restricted stock purchaser ceases to provide services to Legacy NeuBase. During the year ended September 30, 2019, the Company repurchased 1,375,000 shares of Legacy NeuBase common stock (or 1,401,202 shares of common stock of the Company converted at the Exchange Ratio provided for in the Acquisition Agreement) for $14. During the year ended September 30, 2019, the Company retired the 1,375,000 shares of Legacy NeuBase common stock (or 1,401,202 shares of common stock of the Company converted at the Exchange Ratio provided for in the Acquisition Agreement). Warrants Below is a summary of the Company’s issued and outstanding warrants as of September 30, 2020: Expiration date Exercise Price Warrants Outstanding December 13, 2021 $ 55.00 20,627 April 10, 2022 20.00 695,312 July 6, 2023 8.73 105,000 820,939 Weighted Weighted Average Average Remaining Exercise Contractual Life Warrants Price (in years) Outstanding as of September 30, 2018 — $ — 0 Assumed in connection with acquisition of Ohr 804,940 24.22 Issued in connection with license acquired- CMU 103,787 — Exercised (103,787) — Redeemed (76,501) 55.00 Outstanding as of September 30, 2019 728,439 20.99 Issued 105,000 8.73 Expired (12,500) 20.00 Outstanding as of September 30, 2020 820,939 $ 19.44 1.7 Exercisable as of September 30, 2020 750,939 $ 20.44 1.6 During the year ended September 30, 2020, the Company issued 105,000 warrants in exchange for certain financial advisory services. The warrants vest over a six-month period, have an exercise price of $8.73 per share and expire on July 6, 2023. The Company determined the warrants issued in exchange for financial advisory services met the scope exception in ASC 815 and are therefore classified as equity. The Company determined the initial fair value of be $0.5 million, which will be recognized as share-based compensation expense over the vesting period of the warrants, see Note 13. During the year ended September 30, 2019, in connection with the Ohr Acquisition described in Note 1, the Company assumed outstanding warrants issued by Ohr and were measured at fair value. The Company determined 792,440 of the warrants assumed from Ohr should be accounted for as a liability in accordance with the guidance in ASC 815, Derivatives and Hedging . The subsequent changes in the fair value of the derivative warrants are recorded in earnings each reporting period. The Company determined 12,500 warrants assumed from Ohr met the scope exception in ASC 815 and are therefore classified as equity. Subsequent changes in fair value are not recognized as long as the contract continues to be classified in equity. During the year ended September 30, 2019, 76,501 warrants acquired from Ohr were redeemed for cash of approximately $0.1 million. During the year ended September 30, 2019, in connection with the acquisition described in Note 5, the Company issued a warrant, exercisable only upon the occurrence of certain events, for a number of shares of Legacy NeuBase common stock sufficient such that when added to the 820,000 shares of Legacy NeuBase common stock issued to CMU, CMU would hold in the aggregate an amount equal to 8.2% of the fully-diluted shares of the Legacy NeuBase’s common stock; provided, however, that for the purpose of calculating the 8.2%, only the first $2 million in funding shall be considered (the “CMU Warrant”). The CMU Warrant had an aggregate exercise price of $10.00, was exercisable upon the earlier of the (i) the day that the Company’s cumulative capital funding and/or receipt of cumulative revenue equals the sum of $2.0 million or (ii) 30 days prior to any Qualified Sale (as defined in the CMU License Agreement) or any other merger, consolidation, reorganization, combination or similar transaction in which the Owners of the Company immediately before such transaction do not continue to control at least a majority of the voting interests in the Company after such transaction. The CMU Warrants became exercisable upon the Pre-Acquisition Financing and the CMU Warrant was exercised for 101,847 shares of Legacy NeuBase common stock (the “CMU Warrant Shares”). Upon the consummation of the Ohr Acquisition, the CMU Warrant Shares were converted pursuant to the Exchange Ratio in the Acquisition Agreement into 103,787 shares of common stock. |
Net Loss Per Common Share
Net Loss Per Common Share | 12 Months Ended |
Sep. 30, 2020 | |
Net Loss Per Common Share | |
Net Loss Per Common Share | 12 . Net Loss Per Common Share The following potentially dilutive securities outstanding for the year ended September 30, 2020 and 2019 have been excluded from the computation of diluted weighted average shares outstanding, as they would be anti-dilutive: As of September 30, 2020 2019 Common stock purchase options 6,190,790 6,375,966 Unvested restricted stock — 6,875 Common stock purchase warrants 820,939 728,439 7,011,729 7,111,280 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Sep. 30, 2020 | |
Stock-Based Compensation | |
Stock-Based Compensation | 13. Stock-Based Compensation The Company has a 2016 Consolidated Stock Incentive Plan (the “2016 Plan”) and a 2019 Stock Incentive Plan (the “2019 Plan”), which provide for the issuance of incentive and non-incentive stock options, restricted and unrestricted stock awards, stock unit awards and stock appreciation rights. Options and restricted stock units granted generally vest over a period of one to four years and have a maximum term of ten years from the date of grant. Upon completion of the Ohr Acquisition, the Company assumed the awards outstanding under the NeuBase Therapeutics, Inc. 2018 Equity Incentive Plan. As of September 30, 2020, an aggregate of 3,783,114 shares of common stock were authorized under the 2019 Plan, subject to an “evergreen” provision that will automatically increase the maximum number of shares of Common Stock that may be issued under the term of the 2019 Plan. As of September 30, 2020, 981,827 common shares were available for future grants under the 2019 Plan. As of September 30, 2020, 291,667 shares of common stock were authorized under the 2016 Plan and 147,041 common shares were available for future grants under the 2016 Plan. Stock Options Below is a table summarizing the options issued and outstanding as of and for the years ended September 30, 2020 and 2019: Weighted Weighted Average Total Average Remaining Aggregate Exercise Contractual Intrinsic Stock Options Price Life (in years) Value Outstanding as of September 30, 2018 — $ — Assumed in connection with license acquired- Ohr 106,000 13.3 Granted 6,269,966 2.52 Outstanding at September 30, 2019 6,375,966 2.70 Granted 444,536 7.38 Exercised (31,731) 5.42 Forfeited (597,981) 5.42 Outstanding at September 30, 2020 6,190,790 2.76 $ 30,616,018 Exercisable as of September 30, 2020 4,250,243 $ 1.36 $ 27,097,326 As of September 30, 2020, the unrecognized compensation costs of $4.2 million will be recognized over an estimated weighted-average amortization period of 1.3 years. The intrinsic value of stock options exercised during the year ended September 30, 2020 was $0.1 million. No options were exercised during the year ended September 30, 2019. The weighted average grant date fair value of options granted during the year ended September 30, 2020 and 2019 was $5.23 and $2.31. Key assumptions used to estimate the fair value of the stock options granted during the years ended September 30, 2020 and 2019 included: Year Ended September 30, 2020 2019 Expected term of options (years) 6 - 7 1.6 - 7 Expected common stock price volatility 78% - 84.3% 75.6% - 78.4% Risk-free interest rate 0.2% - 1.8% 1.8% - 2.5% Expected dividend yield — — Restricted Stock A summary of the changes in the outstanding restricted stock during the years ended September 30, 2020 and 2019 is as follows: Weighted Average Grant Date Unvested Restricted Fair Value Stock Price Unvested as of September 30, 2018 — $ — Granted 1,532,984 1.31 Vested (1,526,109) 1.29 Unvested as of September 30, 2019 6,875 $ 6.24 Granted 6,980 7.52 Vested (13,855) 6.89 Unvested as of September 30, 2020 — $ — Total unrecognized expense remaining $ — Weighted-average years expected to be recognized over 0 During the year ended September 30, 2019, Legacy NeuBase sold restricted stock to consultants for services to be provided to Legacy NeuBase and entered into related restricted stock agreements. The gross proceeds from the sale of the restricted stock was approximately $1,000. The restricted stock was scheduled to vest over a period of 3 years, subject to accelerated vesting upon certain performance targets. Upon closing of the Ohr Acquisition, Legacy NeuBase accelerated the vesting of the restricted stock issued to the consultants. The fair value of restricted stock that vested during the years ended September 30, 2020 and 2019 was $0.1 million and $8.2 million, respectively. Warrants As described in Note 11, during the year ended September 30, 2020, the Company issued 105,000 warrants in exchange for certain financial advisory services. The warrants vest over a six-month period, have an exercise price of $8.73 per share and expire on July 6, 2023. The Company determined the initial fair value to be $0.5 million, The fair value of option grants are estimated using the Black-Scholes option-pricing model. Key assumptions used to estimate the fair value of the advisory warrants granted during the year ended September 30, 2020: Year Ended September 30, 2020 Remaining contractual term (years) 3.0 Common stock price volatility 86.4 % Risk-free interest rate 0.19 % Expected dividend yield — As of September 30, 2020, the unrecognized compensation costs for the advisory warrants of $0.3 million will be recognized over the remaining vesting period of 0.3 years. The Company recorded stock-based compensation expense in the following expense categories of its consolidated statements of operations for the years ended September 30, 2020 and 2019: Year Ended September 30, 2020 2019 General and administrative $ 3,729,061 $ 6,543,575 Research and development 1,465,723 2,415,391 Total $ 5,194,784 $ 8,958,966 |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2020 | |
Income Taxes | |
Income Taxes | 14. Income Taxes The Company has accumulated net losses since inception and has not recorded an income tax provision or benefit for the United States (U.S.) federal and state income taxes during the years ended September 30, 2020 and 2019. The components of the income tax benefits, net are as follows: For the Year Ended September 30, 2020 2019 Federal Current $ — $ — Deferred (3,417,262) (2,944,807) State and Local Current — — Deferred (1,284,255) (1,106,701) Change in valuation allowance 4,701,517 4,051,508 Income tax provision (benefit) $ — $ — A reconciliation of income taxes at the statutory federal income tax rate to net income taxes included in the consolidated statements of operations is as follows: For the Year Ended September 30, 2020 2019 U.S. federal income tax expense at the statutory rate (21.0) % (21.0) % State income taxes, net of federal taxes (7.9) (7.9) Stock-based compensation 1.1 0.4 Ohr acquisition — 12.8 Other permanent items 0.8 0.7 Change in valuation allowance 27.0 15.0 Income tax provision (benefit) — % — % The components of our deferred tax assets and liabilities are: September 30, 2020 2019 Deferred tax assets Net operating loss carryforwards $ 5,769,484 $ 2,078,877 Stock-based compensation 3,141,385 1,922,438 Amortization 266,360 286,526 Service warrant 67,776 — Total deferred tax assets 9,245,005 4,287,841 Deferred tax liabilities Depreciation (274,957) (19,310) Prepaid expenses (205,116) (205,116) Total deferred tax liabilities (480,073) (224,426) Valuation allowance (8,764,932) (4,063,415) Net deferred tax assets, net of allowances $ — $ — As of each reporting date, the Company considers existing evidence, both positive and negative, that could impact its view with regard to future realization of deferred tax assets. The Company believes that it is more likely than not that the benefit for deferred tax assets will not be realized. In recognition of this uncertainty, a full valuation allowance was applied to the deferred tax assets. The Company did not record a tax provision for the year ended September 30, 2020 and, due to the Company’s estimate that the effective tax rate for each year is 0%. Future realization depends on the Company’s future earnings, if any, the timing and amount of which are uncertain as of September 30, 2020. In the future, should management conclude that it is more likely than not that the deferred tax assets are partially or fully realizable, the valuation allowance would be reduced to the extent of such expected realization and the amount would be recognized as a deferred income tax benefit in the Company’s consolidated statements of operations. As of September 30, 2020, the Company had available federal and state total net operating loss carryforwards of approximately $20.0 million. Federal net operating loss carryforwards of approximately $20.0 million carryforward indefinitely. State operating loss carryforwards of approximately $20.0 million, begin to expire in 2039. Pursuant to Section 382 of the Internal Revenue Code of 1986, as amended, the Company’s federal and state net operating loss carryforwards may be limited in the event a cumulative change in ownership of more than 50% occurs within a three-year period. The Company has not completed a Section 382 analysis regarding the limitation of net operating loss carryforwards. There is a risk that changes in ownership have occurred since Company’s formation. If a change in ownership were to have occurred, the NOL carryforwards could be limited or restricted. If limited, the related asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance. Due to the existence of the valuation allowance, limitations created by future ownership changes, if any, related to the Company’s operations will not impact the Company’s effective tax rate. There are open statutes of limitations whereby our US Federal and Pennsylvania tax returns from inception of the Company are subject to audit by the respective taxing authorities in these jurisdictions for taxing authorities in federal and state jurisdictions to audit our tax returns from inception of the Company. There have been no material income tax related interest or penalties assessed or recorded. No liability for uncertain tax positions or related interest and penalties related to uncertain tax positions is reported in the Company’s consolidated financial statements. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions | |
Related Party Transactions | 15. Related Party Transactions During the year ended September 30, 2019, the Company utilized the services of LifeX Labs LLC (“LifeX”). These services included accounting consultation and office space rental. Dietrich Stephan, Legacy NeuBase CEO, was the CEO and a director of LifeX until December 28, 2018, when he resigned all positions within LifeX. On January 8, 2019, LifeX terminated the agreement with the Company, and accordingly, the Company has no remaining obligations under the agreement. During the year ended September 30, 2019 the Company incurred expenses of $0.01 million for services provided by LifeX. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies | |
Commitments and Contingencies | 16. Commitments and Contingencies Operating Leases The Company leases its office and operating space under operating leases with original terms of 12 months or less and which expire at various dates through December 2020; therefore, the Company's operating leases are not recognized as right-of-use assets on the consolidated balance sheet as of September 30, 2020. Rent expense under the Company's operating leases totaled approximately $0.1 million and $0.04 million for the years ended September 30, 2020 and 2019, respectively. In August 2020, the Company extended the term of its operating lease in Pittsburgh until December 31, 2020. All terms and conditions remain the same from the current lease. Future minimum rental payments under operating leases with non-cancelable terms as of September 30, 2020 due during the year ended September 2021 are approximately $0.02 million. In November 2020, the Company extended the term of its rental of office space in New York until November 2021. Employee Benefit Plans The Company has a defined contribution savings and investment plan (the “Plan”) as allowed under Sections 401(k) and 401(a) of the Internal Revenue Code. The Plan provides employees with tax deferred salary deductions and alternative investment options. Employees are eligible to participate upon employment and may apply for and secure loans from their account in the Plan. The Company did not contribute to the Plan during the years ended September 30, 2020 and 2019. Litigation The Company has become involved in certain legal proceedings and claims which arise in the normal course of business. If an unfavorable ruling were to occur, there exists the possibility of a material adverse impact on the Company’s results of operations, prospects, cash flows, financial position and brand. On February 14, 2018, plaintiff Jeevesh Khanna, commenced an action in the Southern District of New York, against Ohr and several current and former officers and directors, alleging that they violated federal securities laws between June 24, 2014 and January 4, 2018. On August 7, 2018, the lead plaintiffs, now George Lehman and Insured Benefit Plans, Inc., filed an amended complaint, stating the class period to be April 8, 2014 through January 4, 2018. The plaintiffs did not quantify any alleged damages in their complaint but, in addition to attorneys’ fees and costs, they seek to maintain the action as a class action and to recover damages on behalf of themselves and other persons who purchased or otherwise acquired Ohr common stock during the putative class period and purportedly suffered financial harm as a result. We and the individuals dispute these claims and intend to defend the matter vigorously. On September 17, 2018, Ohr filed a motion to dismiss the complaint. On September 20, 2019, the district court entered an order granting the defendants’ motion to dismiss. On October 23, 2019, the plaintiffs filed a notice of appeal of that order dismissing the action and other related orders by the district court. After full briefing and oral argument, on October 9, 2020, the U.S. Court of Appeals for the Second Circuit issued a summary order affirming the district court’s order granting the motion to dismiss and remanding the action to the district court to make a determination on the record related to plaintiffs’ request for leave to file an amended complaint. On October 16, 2020, the district court requested the parties’ positions as to how they proposed to proceed in light of the Second Circuit’s decision. After letter briefing on this issue and plaintiffs’ alternative request for leave to file a second amended complaint, on November 16, 2020, the district court denied plaintiffs’ request to amend and dismissed with prejudice plaintiffs’ claims. On December 16, 2020, plaintiffs filed a notice of appeal of that order denying plaintiffs leave to amend. The Company cannot predict at this time whether plaintiffs will choose to pursue any appeal or modification of the dismissal order within the applicable time period. This litigation could result in substantial costs and a diversion of management’s resources and attention, which could harm the Company’s business and the value of the Company’s common stock. On May 3, 2018, plaintiff Adele J. Barke, derivatively on behalf of Ohr, commenced an action against certain former directors of Ohr, including Michael Ferguson, Orin Hirschman, Thomas M. Riedhammer, June Almenoff and Jason S. Slakter in the Supreme Court, State of New York, alleging that the action was brought in the right and for the benefit of Ohr seeking to remedy their “breach of fiduciary duties, corporate waste and unjust enrichment that occurred between June 24, 2014 and the present.” It does not quantify any alleged damages. We and the individuals dispute these claims and intend to defend the matter vigorously. Such litigation has been stayed pursuant to a stipulation by the parties, which has been so ordered by the court, pending a decision in the Southern District case on the motion to dismiss, but that status could change. This litigation could result in substantial costs and a diversion of management’s resources and attention, which could harm our business and the value of our common stock. On March 20, 2019, a putative class action lawsuit was filed in the United States District Court for District of Delaware naming as defendants Ohr and its board of directors, Legacy NeuBase, and Ohr Acquisition Corp., captioned Wheby v. Ohr Pharmaceutical, Inc., et al ., Case No. 1:19-cv-00541-UNA (the “Wheby Action”). The plaintiffs in the Wheby Action allege that the preliminary joint proxy/prospectus statement filed by Ohr with the SEC on March 8, 2019 contained false and misleading statements and omitted material information in violation of Section 14(a) of the Exchange Act and SEC Rule 14a-9 promulgated thereunder, and further that the individual defendants are liable for those alleged misstatements and omissions under Section 20(a) of the Exchange Act. The complaint in the Wheby Action has not been served on, nor was service waived by, any of the named defendants in that action. The action seeks, among other things, to rescind the Merger or an award of damages, and an award of attorneys’ and experts’ fees and expenses. The defendants dispute the claims raised in the Wheby Action. Management believes that the likelihood of an adverse decision from the sole remaining action is unlikely; however, the litigation could result in substantial costs and a diversion of management’s resources and attention, which could harm our business and the value of our common stock. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Sep. 30, 2020 | |
Subsequent Events | |
Subsequent Events | 17. Subsequent Events In October 2020, the Company entered into a ten year lease agreement with annual escalating rental payments for office and laboratory space in Pittsburgh, Pennsylvania. The leased premises will serve as the Company’s headquarters upon the commencement of the lease. The initial term of the lease commences upon the landlord’s delivery of the leased premises in tenant improvement readiness condition. The initial term of the Lease will extend approximately ten years from delivery of the leased premises to us, unless earlier terminated in accordance with the lease. The Company has the right to extend the term of the lease for additional five-year terms. Under the lease, the Company will lease approximately 14,189 square feet of the property. The Company will pay an escalating base rent over the life of the lease of approximately $63,000 to $70,000 per month, and the Company will pay its pro rata portion of property expenses and operating expenses for the property. The Company will measure and recognize the ROU assets and operating lease liability during the first quarter of the year ending September 30, 2021. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2020 | |
Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated during the consolidation process. The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. The most significant estimates in the Company’s consolidated financial statements relate to the valuation of share-based compensation, the valuation of licenses, the fair value of warrant liabilities and the valuation allowance of deferred tax assets resulting from net operating losses. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. The Company assesses and updates estimates each period to reflect current information, such as the economic considerations related to the impact that the novel coronavirus disease (COVID-19) could have on our significant accounting estimates (See Part I, Item 1A- Risk Factors “ Our operations may be adversely affected by the coronavirus outbreak, and we face risks that could impact our business ” for further discussion of the effect of the COVID-19 pandemic on our operations). Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company's future results of operations will be affected. |
Revision to Prior Year Financial Statements | Revision to Prior Year Financial Statements During the course of preparing the annual report on Form 10-K for the years ended September 30, 2020, and 2019, the Company identified an error in one of the Black-Scholes option pricing model assumptions, utilized in calculating the fair value of a stock option award granted during the year ended September 30, 2019, which resulted in an overstatement of share-based compensation expense for the year ended September 30, 2019. The Company concluded that the error was not material to any prior annual period and the error had no impact to any prior interim period. Nevertheless, the Company has revised its historical financial statements to properly reflect the share-based compensation expense for the corrected fair value of options granted in the prior period. The effect of the revisions to the financial statements is as follows: Consolidated Balance Sheet September 30, 2019 As Previously Reported Adjustments As Adjusted Stockholders’ equity Additional paid-in capital $ 37,027,875 $ (826,117) $ 36,201,758 Accumulated deficit (27,000,199) 826,117 (26,174,082) Total stockholders’ equity 10,029,384 — 10,029,384 Total liabilities and stockholders’ equity $ 12,531,397 $ — $ 12,531,397 Consolidated Statement of Operations Year Ended September 30, 2019 As Previously Reported Adjustments As Adjusted Research and development expenses $ 4,273,318 $ (826,117) $ 3,447,201 Total operating expenses 26,336,407 (826,117) 25,510,290 Loss from operations (26,336,407) 826,117 (25,510,290) Net loss $ (26,958,247) $ 826,117 $ (26,132,130) Basic and diluted loss per common share $ (3.26) $ (3.16) Consolidated Statement of Cash Flows Year Ended September 30, 2019 As Previously Reported Adjustments As Adjusted Cash flows from operating activities: Net loss $ (26,958,247) $ 826,117 $ (26,132,130) Stock-based compensation 9,785,083 (826,117) 8,958,966 Net cash used in operating activities (2,845,488) — (2,845,488) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents. Cash and cash equivalents are maintained in accounts with financial institutions, which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. |
Fair Value Measurements | Fair Value Measurements Fair value measurements are based on the premise that fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the following three-tier fair value hierarchy has been used in determining the inputs used in measuring fair value: Level 1- Quoted prices in active markets for identical assets or liabilities on the reporting date. Level 2- Pricing inputs are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3- Pricing inputs are generally unobservable and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require management’s judgment or estimation of assumptions that market participants would use in pricing the assets or liabilities. The fair values are therefore determined using factors that involve considerable judgment and interpretations, including but not limited to private and public comparables, third-party appraisals, discounted cash flow models and fund manager estimates. Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Management’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The use of different assumptions and/or estimation methodologies may have a material effect on estimated fair values. Accordingly, the fair value estimates disclosed or initial amounts recorded may not be indicative of the amount that the Company or holders of the instruments could realize in a current market exchange. The following tables present the Company’s fair value hierarchy for its warrant liabilities measured at fair value on a recurring basis at September 30, 2020 and 2019: Fair Value Measurements as of September 30, 2020 (Level 1) (Level 2) (Level 3) Total Liabilities Warrant liabilities $ — — 950,151 $ 950,151 Fair Value Measurements as of September 30, 2019 (Level 1) (Level 2) (Level 3) Total Liabilities Warrant liabilities $ — — 496,343 $ 496,343 The following assumptions were used in determining the fair value of the warrant liabilities as of September 30, 2020 and 2019: As of September 30, 2020 2019 Remaining contractual term (years) 1.2 - 1.5 2.2 - 2.5 Common stock price volatility 91.1% - 96.1% 76.6% - 78.4% Risk-free interest rate 0.12% - 0.13% 1.6% - 1.63% Expected dividend yield — — The change in fair value of the warrant liabilities for the years ended September 30, 2020 and 2019 is as follows: Warrant liabilities Fair value as of September 30, 2018 $ — Warrants issued in connection with license acquired- CMU 104,902 Warrants assumed in connection with acquisition of Ohr 470,093 Extinguishment of warrant liability related to the cashless exercise of warrants (429,677) Extinguishment of warrant liability related to warrants redeemed for cash (141,864) Change in fair value 492,889 Fair value as of September 30, 2019 496,343 Change in fair value 453,808 Fair value as of September 30, 2020 $ 950,151 As of September 30, 2020 and 2019, the recorded values of cash and cash equivalents, accounts payable and the insurance note payable approximate fair value due to the short-term nature of the instruments. |
Equipment | Equipment Equipment is stated at cost less accumulated depreciation. Depreciation is provided on a straight-line basis over the estimated useful lives of the assets. The Company estimates useful lives as follows: · Laboratory equipment: five years · Office equipment: three years |
Intangible Assets | Intangible Assets Identifiable intangible assets includes clinical trial data acquired in the Ohr Acquisition. The intangible asset was amortized over its estimated useful life (approximately six months), which approximates the pattern in which the assets’ economic benefits were consumed. The fair value of the intangible asset was determined using actual and potential market transactions which are management’s best estimates of inputs and assumptions that a market participant would use. The estimates are based on assumptions that the Company believes to be reasonable, but such assumptions are subject to unpredictability and uncertainty. For amortizable intangible assets, the Company performs an impairment analysis when circumstances suggest that the carrying values of those assets may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds its fair value. As of September 30, 2020 and 2019, the carrying value of the intangible asset was $0 and $0.1 million, respectively. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews the carrying value of for indicators of possible impairment whenever events and circumstances indicate that the carrying value of an asset or asset group may not be recoverable from the estimated future net undiscounted cash flows expected to result from its use and eventual disposition. In cases where estimated future net undiscounted cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the asset or asset group. The factors that would be considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used and the effects of obsolescence, demand, competition and other economic factors. Based on this assessment, there was no impairment at September 30, 2020 and 2019. |
Investment | Investment The Company’s investment consists of common and preferred shares of DepYmed, Inc. Investments that the Company has the ability to exercise significant influence over are accounted for as equity method investments. Equity method investments are recorded at cost plus the proportional share of the issuer’s. Investments that do not have a readily determinable fair value and qualify for the measurement alternative for equity investments provided in ASC 321, are accounted for at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same |
Operating Leases | Operating Leases Effective October 1, 2019, the Company determines if an arrangement is a lease at inception. Operating leases are included in operating right-of-use (“ROU”) assets and operating lease liabilities on the consolidated balance sheets. Prior to October 1, 2019, the Company recorded rent expense associated with its operating lease on a straight-line basis over the term of the lease. Lease ROU assets and operating lease liabilities are initially recognized based on the present value of the future minimum lease payments over the lease term at commencement date calculated using the Company’s incremental borrowing rate applicable to the lease asset, unless the implicit rate is readily determinable. ROU assets also include any lease payments made at or before lease commencement and exclude any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Leases with a term of 12 months or less are not recognized on the Company’s consolidated balance sheet. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company accounts for lease and non-lease components as a single lease component for all its leases. As of September 30, 2020, the Company’s leases had original terms of 12 months or less. The Company does not recognize ROU assets and lease liabilities that arise from leases with an original term of 12 months or less. Rather, the Company recognizes the lease expense on a straight-line basis over the term of the lease. |
Research and Development | Research and Development The Company expenses research and development costs as operating expenses as incurred. Research and development expenses consist primarily of: · salaries and related benefits for personnel in research and development functions, including stock-based compensation and benefits; · fees paid to consultants and contract research organizations for preclinical development work on our PATrOL TM platform and programs; · allocation of facility lease and maintenance costs; · depreciation of laboratory equipment and computers; · costs related to purchasing raw materials for and producing our product candidates; · costs related to compliance with regulatory requirements; and · license fees related to in-licensed technologies. Research and Development Expense- Licenses Acquired The Company evaluates whether acquired intangible assets are a business under applicable accounting standards. Additionally, the Company evaluates whether the acquired assets have an alternative future use. Intangible assets that do not have alternative future use are considered acquired in-process research and development. When the acquired in-process research and development assets are not part of a business combination, the value of the consideration paid is expensed on the acquisition date. Future costs to develop these assets are recorded to research and development expense as they are incurred. |
Stock-Based Compensation | Stock-Based Compensation The Company expenses stock-based compensation to employees, non-employees and board members over the requisite service period based on the estimated grant-date fair value of the awards and actual forfeitures. The Company accounts for forfeitures as they occur. Stock-based awards with graded-vesting schedules are recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. The Company was historically a private company and lacked company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies. Additionally, due to an insufficient history with respect to stock option activity and post-vesting cancellations, the expected term assumption for employee grants is based on a permitted simplified method, which is based on the vesting period and contractual term for each tranche of awards. The mid-point between the weighted-average vesting term and the expiration date is used as the expected term under this method. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect for time periods approximately equal to the expected term of the award. Expected dividend yield is zero based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. All stock-based compensation costs are recorded in general and administrative or research and development costs in the consolidated statements of operations based upon the underlying individual's role at the Company. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred income taxes are recorded for temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities. Deferred tax assets and liabilities reflect the tax rates expected to be in effect for the years in which the differences are expected to reverse. A valuation allowance is provided if it is more likely than not that some or all of the deferred tax assets will not be realized. The Company also follows the provisions of accounting for uncertainty in income taxes which prescribes a model for the recognition and measurement of a tax position taken or expected to be taken in a tax return, and provides guidance on derecognition, classification, interest and penalties, disclosure and transition. In accordance with this guidance, tax positions must meet a more likely than not recognition threshold and measurement attribute for the financial statement recognition and measurement of tax position. The Company’s policy is to account for income tax related interest and penalties in income tax expense in the accompanying consolidated statements of operations. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during each period. Diluted net loss per share includes the dilutive effect, if any, from the potential exercise or conversion of securities, such as convertible debt, warrants and stock options that would result in the issuance of incremental shares of common stock. In computing the basic and diluted net loss per share applicable to common stockholders, the weighted average number of shares remains the same for both calculations due to the fact that when a net loss exists, dilutive shares are not included in the calculation as the impact is anti-dilutive. |
Recent Accounting Standards | Recent Accounting Standards In February 2016, the FASB issued ASU 2016-2, Leases . The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The Company adopted this new lease standard on October 1, 2019 using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The adoption of the new lease standard did not have an impact on the Company’s consolidated financial statements as the Company did not have any leases with original terms longer than 12 months at the adoption date and as of September 30, 2020. In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Significant Accounting Policies | |
Summary of the effect of the revisions to the financial statements | Consolidated Balance Sheet September 30, 2019 As Previously Reported Adjustments As Adjusted Stockholders’ equity Additional paid-in capital $ 37,027,875 $ (826,117) $ 36,201,758 Accumulated deficit (27,000,199) 826,117 (26,174,082) Total stockholders’ equity 10,029,384 — 10,029,384 Total liabilities and stockholders’ equity $ 12,531,397 $ — $ 12,531,397 Consolidated Statement of Operations Year Ended September 30, 2019 As Previously Reported Adjustments As Adjusted Research and development expenses $ 4,273,318 $ (826,117) $ 3,447,201 Total operating expenses 26,336,407 (826,117) 25,510,290 Loss from operations (26,336,407) 826,117 (25,510,290) Net loss $ (26,958,247) $ 826,117 $ (26,132,130) Basic and diluted loss per common share $ (3.26) $ (3.16) Consolidated Statement of Cash Flows Year Ended September 30, 2019 As Previously Reported Adjustments As Adjusted Cash flows from operating activities: Net loss $ (26,958,247) $ 826,117 $ (26,132,130) Stock-based compensation 9,785,083 (826,117) 8,958,966 Net cash used in operating activities (2,845,488) — (2,845,488) |
Schedule of fair value hierarchy for its warrant liabilities measured at fair value | Fair Value Measurements as of September 30, 2020 (Level 1) (Level 2) (Level 3) Total Liabilities Warrant liabilities $ — — 950,151 $ 950,151 Fair Value Measurements as of September 30, 2019 (Level 1) (Level 2) (Level 3) Total Liabilities Warrant liabilities $ — — 496,343 $ 496,343 |
Schedule of assumptions were used in determining the fair value of the warrant liabilities | As of September 30, 2020 2019 Remaining contractual term (years) 1.2 - 1.5 2.2 - 2.5 Common stock price volatility 91.1% - 96.1% 76.6% - 78.4% Risk-free interest rate 0.12% - 0.13% 1.6% - 1.63% Expected dividend yield — — |
Schedule of change in fair value of the warrant liabilities | Warrant liabilities Fair value as of September 30, 2018 $ — Warrants issued in connection with license acquired- CMU 104,902 Warrants assumed in connection with acquisition of Ohr 470,093 Extinguishment of warrant liability related to the cashless exercise of warrants (429,677) Extinguishment of warrant liability related to warrants redeemed for cash (141,864) Change in fair value 492,889 Fair value as of September 30, 2019 496,343 Change in fair value 453,808 Fair value as of September 30, 2020 $ 950,151 |
Acquisition of Ohr Pharmaceut_2
Acquisition of Ohr Pharmaceutical, Inc. (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Acquisition of Ohr Pharmaceutical, Inc. | |
Schedule of Consideration Acquired | Number of shares of the combined company to be owned by Ohr security holders 2,829,248 Fair value per share of Ohr common stock as of July 11, 2019 $ 4.14 Fair value of Ohr shares outstanding 11,713,087 Fair value of options assumed 63,840 Fair value of common stock and options issued 11,776,927 Transaction costs 884,981 Total cost of the Ohr acquisition $ 12,661,908 |
Schedule of Business Acquisitions, by Acquisition | Cash and cash equivalents $ 752,419 Prepaid expenses and other current assets 115,769 Investment in DepYmed 586,418 Intangible assets 250,000 Warrant liability (470,093) Accounts payable and accrued expenses (493,055) Fair value of net assets acquired 741,458 Research and development expense- License acquired 11,920,450 Total cost of Ohr Acquisition $ 12,661,908 |
License Agreement with Carneg_2
License Agreement with Carnegie Mellon University (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
License Agreement with Carnegie Mellon University | |
Schedule of consideration paid for the license right | The consideration paid for the license right is as follows: Cash consideration $ 54,000 Acquisition costs 43,463 Fair value of common stock 844,600 Fair value of warrant liability issued 104,902 Total consideration $ 1,046,965 |
Equipment (Tables)
Equipment (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Equipment | |
Schedule of Equipment | The Company’s equipment consisted of the following: As of September 30, 2020 2019 Laboratory equipment $ 1,319,123 $ 452,817 Office equipment 6,477 2,383 Total 1,325,600 455,200 Accumulated depreciation (158,666) (24,205) Property, plant and equipment, net $ 1,166,934 $ 430,995 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Intangible Assets | |
Schedule of intangible assets | The Company’s intangible assets consisted of the following: As of September 30, 2020 2019 Clinical trial data $ 250,000 $ 250,000 Accumulated amortization (250,000) (104,167) Intangible assets, net $ — $ 145,833 |
Investment (Tables)
Investment (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Investment | |
Schedule of carrying value of the Company's total investment in DepYmed | The carrying value of the Company’s total investment is DepYmed is as follows: As of September 30, 2020 2019 Fair value of DepYmed common shares assumed in connection with acquisition of Ohr $ 487,398 $ 487,398 Equity in losses on equity method investment (262,861) — Carrying value of DepYmed common shares 224,537 487,398 Fair value of DepYmed preferred shares assumed in connection with acquisition of Ohr 99,020 99,020 Total Investment $ 323,557 $ 586,418 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Accrued Expenses and Other Current Liabilities | |
Schedule of accrued expenses and other current liabilities | The Company’s accrued expenses and other current liabilities consisted of the following: As of September 30, 2020 2019 Accrued compensation and benefits $ 88,527 $ 34,625 Accrued interest 3,707 10,830 Accrued professional fees 241,755 156,919 Accrued research and development 41,313 88,553 Other accrued expenses 180,581 114,672 Total $ 555,883 $ 405,599 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Notes Payable | |
Schedule of insurance notes payable outstanding | As of September 30, 2020 and 2019, the Company had the following insurance notes payable outstanding: Stated Balance at Balance at Interest Original September September Maturity Date Rate Principal 30, 2020 30, 2019 2020 Insurance Note December 2020 5.25 % $ 365,430 $ 138,557 $ — 2019 Insurance Note February 2020 5.75 % 213,000 — 122,919 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity | |
Schedule of warrants issued and outstanding | Below is a summary of the Company’s issued and outstanding warrants as of September 30, 2020: Expiration date Exercise Price Warrants Outstanding December 13, 2021 $ 55.00 20,627 April 10, 2022 20.00 695,312 July 6, 2023 8.73 105,000 820,939 Weighted Weighted Average Average Remaining Exercise Contractual Life Warrants Price (in years) Outstanding as of September 30, 2018 — $ — 0 Assumed in connection with acquisition of Ohr 804,940 24.22 Issued in connection with license acquired- CMU 103,787 — Exercised (103,787) — Redeemed (76,501) 55.00 Outstanding as of September 30, 2019 728,439 20.99 Issued 105,000 8.73 Expired (12,500) 20.00 Outstanding as of September 30, 2020 820,939 $ 19.44 1.7 Exercisable as of September 30, 2020 750,939 $ 20.44 1.6 |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Net Loss Per Common Share | |
Schedule of anti dilutive securities excluded from the computation of diluted weighted average shares | The following potentially dilutive securities outstanding for the year ended September 30, 2020 and 2019 have been excluded from the computation of diluted weighted average shares outstanding, as they would be anti-dilutive: As of September 30, 2020 2019 Common stock purchase options 6,190,790 6,375,966 Unvested restricted stock — 6,875 Common stock purchase warrants 820,939 728,439 7,011,729 7,111,280 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Stock-Based Compensation | |
Summary of stock options issued and outstanding | Below is a table summarizing the options issued and outstanding as of and for the years ended September 30, 2020 and 2019: Weighted Weighted Average Total Average Remaining Aggregate Exercise Contractual Intrinsic Stock Options Price Life (in years) Value Outstanding as of September 30, 2018 — $ — Assumed in connection with license acquired- Ohr 106,000 13.3 Granted 6,269,966 2.52 Outstanding at September 30, 2019 6,375,966 2.70 Granted 444,536 7.38 Exercised (31,731) 5.42 Forfeited (597,981) 5.42 Outstanding at September 30, 2020 6,190,790 2.76 $ 30,616,018 Exercisable as of September 30, 2020 4,250,243 $ 1.36 $ 27,097,326 |
Schedule of key assumptions used to estimate the fair value of the stock options granted | Key assumptions used to estimate the fair value of the stock options granted during the years ended September 30, 2020 and 2019 included: Year Ended September 30, 2020 2019 Expected term of options (years) 6 - 7 1.6 - 7 Expected common stock price volatility 78% - 84.3% 75.6% - 78.4% Risk-free interest rate 0.2% - 1.8% 1.8% - 2.5% Expected dividend yield — — |
Summary of changes in the outstanding restricted stock | A summary of the changes in the outstanding restricted stock during the years ended September 30, 2020 and 2019 is as follows: Weighted Average Grant Date Unvested Restricted Fair Value Stock Price Unvested as of September 30, 2018 — $ — Granted 1,532,984 1.31 Vested (1,526,109) 1.29 Unvested as of September 30, 2019 6,875 $ 6.24 Granted 6,980 7.52 Vested (13,855) 6.89 Unvested as of September 30, 2020 — $ — Total unrecognized expense remaining $ — Weighted-average years expected to be recognized over 0 |
Schedule of key assumptions used to estimate the fair value of the advisory warrants granted during the year | Key assumptions used to estimate the fair value of the advisory warrants granted during the year ended September 30, 2020: Year Ended September 30, 2020 Remaining contractual term (years) 3.0 Common stock price volatility 86.4 % Risk-free interest rate 0.19 % Expected dividend yield — |
Schedule of stock-based compensation expense | The Company recorded stock-based compensation expense in the following expense categories of its consolidated statements of operations for the years ended September 30, 2020 and 2019: Year Ended September 30, 2020 2019 General and administrative $ 3,729,061 $ 6,543,575 Research and development 1,465,723 2,415,391 Total $ 5,194,784 $ 8,958,966 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Income Taxes | |
Schedule of components of the income tax benefits, net | The components of the income tax benefits, net are as follows: For the Year Ended September 30, 2020 2019 Federal Current $ — $ — Deferred (3,417,262) (2,944,807) State and Local Current — — Deferred (1,284,255) (1,106,701) Change in valuation allowance 4,701,517 4,051,508 Income tax provision (benefit) $ — $ — |
Schedule of reconciliation of income taxes at the statutory federal income tax rate to net income taxes | A reconciliation of income taxes at the statutory federal income tax rate to net income taxes included in the consolidated statements of operations is as follows: For the Year Ended September 30, 2020 2019 U.S. federal income tax expense at the statutory rate (21.0) % (21.0) % State income taxes, net of federal taxes (7.9) (7.9) Stock-based compensation 1.1 0.4 Ohr acquisition — 12.8 Other permanent items 0.8 0.7 Change in valuation allowance 27.0 15.0 Income tax provision (benefit) — % — % |
Schedule of components of our deferred tax assets and liabilities | The components of our deferred tax assets and liabilities are: September 30, 2020 2019 Deferred tax assets Net operating loss carryforwards $ 5,769,484 $ 2,078,877 Stock-based compensation 3,141,385 1,922,438 Amortization 266,360 286,526 Service warrant 67,776 — Total deferred tax assets 9,245,005 4,287,841 Deferred tax liabilities Depreciation (274,957) (19,310) Prepaid expenses (205,116) (205,116) Total deferred tax liabilities (480,073) (224,426) Valuation allowance (8,764,932) (4,063,415) Net deferred tax assets, net of allowances $ — $ — |
Organization and Description _2
Organization and Description of Business (Details) | Jan. 18, 2019 | Sep. 30, 2020shares | Sep. 30, 2019shares | Jul. 12, 2019USD ($)shares | Jul. 11, 2019 |
Condensed Balance Sheet Statements, Captions [Line Items] | |||||
Common stock, outstanding | 23,154,084 | 17,077,873 | |||
Reverse stock split ratio | 0.05 | ||||
Private NeuBase | |||||
Condensed Balance Sheet Statements, Captions [Line Items] | |||||
Exchange rate | 1.019055643 | ||||
Common stock, outstanding | 15,524,219 | ||||
Fully-diluted common stock held (in percent) | 85.00% | 15.00% | |||
Number of board seats | $ | 5 |
Significant Accounting Polici_4
Significant Accounting Policies - Revision to Prior Year Financial Statements (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Stockholders' equity | |||
Additional paid-in capital | $ 74,850,935 | $ 36,201,758 | |
Accumulated deficit | (43,558,602) | (26,174,082) | |
Total stockholders' equity | 31,294,648 | 10,029,384 | $ (41,896) |
Total liabilities and stockholders' equity | 34,444,281 | 12,531,397 | |
Consolidated Statement of Operations | |||
Research and development expenses | 6,946,008 | 3,447,201 | |
Total operating expenses | 17,069,306 | 25,510,290 | |
Loss from operations | (17,069,306) | (25,510,290) | |
Net loss | $ (17,384,520) | $ (26,132,130) | |
Basic and diluted loss per common share | $ (0.89) | $ (3.16) | |
Cash flows fro0m operating activities: | |||
Net loss | $ (17,384,520) | $ (26,132,130) | |
Stock-based compensation | 5,194,784 | 8,958,966 | |
Net cash used in operating activities | $ (10,710,071) | (2,845,488) | |
As Previously Reported | |||
Stockholders' equity | |||
Additional paid-in capital | 37,027,875 | ||
Accumulated deficit | (27,000,199) | ||
Total stockholders' equity | 10,029,384 | ||
Total liabilities and stockholders' equity | 12,531,397 | ||
Consolidated Statement of Operations | |||
Research and development expenses | 4,273,318 | ||
Total operating expenses | 26,336,407 | ||
Loss from operations | (26,336,407) | ||
Net loss | $ (26,958,247) | ||
Basic and diluted loss per common share | $ (3.26) | ||
Cash flows fro0m operating activities: | |||
Net loss | $ (26,958,247) | ||
Stock-based compensation | 9,785,083 | ||
Net cash used in operating activities | (2,845,488) | ||
Restatement Adjustment | |||
Stockholders' equity | |||
Additional paid-in capital | (826,117) | ||
Accumulated deficit | 826,117 | ||
Consolidated Statement of Operations | |||
Research and development expenses | (826,117) | ||
Total operating expenses | (826,117) | ||
Loss from operations | 826,117 | ||
Net loss | 826,117 | ||
Cash flows fro0m operating activities: | |||
Net loss | 826,117 | ||
Stock-based compensation | $ (826,117) |
Significant Accounting Polici_5
Significant Accounting Policies - Fair Value Measurements (Details) | 12 Months Ended | |
Sep. 30, 2020USD ($)$ / shares | Sep. 30, 2019USD ($) | |
Liabilities | ||
Warrant liabilities | $ 496,343 | $ 950,151 |
Change in fair value of the warrant liabilities | ||
Fair value as of September 30 | 496,343 | 0 |
Extinguishment of warrant liability related to the cashless exercise of warrants | (429,677) | |
Extinguishment of warrant liability related to warrants redeemed for cash | (141,864) | |
Change in fair value | 453,808 | 492,889 |
Fair value at the end | $ 950,151 | 496,343 |
CMU | ||
Change in fair value of the warrant liabilities | ||
Warrants issued, assumed in connection with acquisition | 104,902 | |
Ohr | ||
Change in fair value of the warrant liabilities | ||
Warrants issued, assumed in connection with acquisition | $ 470,093 | |
Remaining contractual term (years) | ||
Liabilities | ||
Warrants and Rights Outstanding, Measurement Input | 3 | |
Remaining contractual term (years) | Minimum | ||
Liabilities | ||
Warrants and Rights Outstanding, Term | 1 year 2 months 12 days | 2 years 2 months 12 days |
Remaining contractual term (years) | Maximum | ||
Liabilities | ||
Warrants and Rights Outstanding, Term | 1 year 6 months | 2 years 6 months |
Common stock price volatility | ||
Liabilities | ||
Warrants and Rights Outstanding, Measurement Input | 86.4 | |
Common stock price volatility | Minimum | ||
Liabilities | ||
Warrants and Rights Outstanding, Measurement Input | 91.1 | 76.6 |
Common stock price volatility | Maximum | ||
Liabilities | ||
Warrants and Rights Outstanding, Measurement Input | 96.1 | 78.4 |
Risk-free interest rate | ||
Liabilities | ||
Warrants and Rights Outstanding, Measurement Input | 0.19 | |
Risk-free interest rate | Minimum | ||
Liabilities | ||
Warrants and Rights Outstanding, Measurement Input | 0.12 | 1.6 |
Risk-free interest rate | Maximum | ||
Liabilities | ||
Warrants and Rights Outstanding, Measurement Input | 0.13 | 1.63 |
Expected dividend yield | ||
Liabilities | ||
Warrants and Rights Outstanding, Measurement Input | 0 | |
Fair Value Measurements Level 3 [Member] | ||
Liabilities | ||
Warrant liabilities | $ 496,343 | $ 950,151 |
Significant Accounting Polici_6
Significant Accounting Policies - Additional Information (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Cash, FDIC Insured Amount | $ 250,000 | |
Finite-Lived Intangible Asset, Useful Life | 6 months | |
Carrying value of intangible asset | $ 0 | $ 145,833 |
Impairment of goodwill | $ 0 | $ 0 |
Laboratory equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years |
Liquidity (Details)
Liquidity (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Liquidity | |||
Cash | $ 31,992,283 | $ 10,313,966 | $ 249,600 |
Loss from operations | (17,069,306) | (25,510,290) | |
Cash in operating activities | $ (10,710,071) | $ (2,845,488) |
Acquisition of Ohr Pharmaceut_3
Acquisition of Ohr Pharmaceutical, Inc. - Consideration (Details) | Jul. 12, 2019USD ($)$ / sharesshares |
Acquisition of Ohr Pharmaceutical, Inc. | |
Number of shares of the combined company to be owned by Ohr security holders | shares | 2,829,248 |
Fair value per share of Ohr common stock as of July 11, 2019 | $ / shares | $ 4.14 |
Fair value of Ohr shares outstanding | $ 11,713,087 |
Fair value of options assumed | 63,840 |
Fair value of common stock and options issued | 11,776,927 |
Transaction costs | 884,981 |
Total cost of the Ohr acquisition | $ 12,661,908 |
Acquisition of Ohr Pharmaceut_4
Acquisition of Ohr Pharmaceutical, Inc. - Net assets acquired (Details) - USD ($) | Jul. 12, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Acquisition of Ohr Pharmaceutical, Inc. | |||
Cash and cash equivalents | $ 752,419 | ||
Prepaid expenses and other current assets | 115,769 | ||
Investment in DepYmed | 586,418 | ||
Intangible assets | 250,000 | ||
Warrant liability | (470,093) | ||
Accounts payable and accrued expenses | (493,055) | ||
Fair value of net assets acquired | 741,458 | ||
Research and development expense- License acquired cost of Ohr Acquisition | 11,920,450 | $ 0 | $ (11,920,450) |
Total cost of the Ohr acquisition | $ 12,661,908 |
Acquisition of Ohr Pharmaceut_5
Acquisition of Ohr Pharmaceutical, Inc. - Additional Information (Details) | Jul. 12, 2019USD ($) |
Acquisition of Ohr Pharmaceutical, Inc. | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 6 months |
Business Combination, Consideration Transferred | $ 12,661,908 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 250,000 |
Private NeuBase Ownership percentage of Ohr | 85.00% |
License Agreement with Carneg_3
License Agreement with Carnegie Mellon University - Additional infomation (Details) - USD ($) | Dec. 17, 2018 | Sep. 30, 2020 | Sep. 30, 2019 |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Research and development | $ 6,946,008 | $ 3,447,201 | |
License Agreement with Carnegie Mellon University | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Stock Issued During Period, Right to Receive, Shares | 820,000 | 835,625 | |
Stock Issued During Period, Shares, Purchase of Assets | 835,625 | 820,000 | |
Research and development | $ 1,046,965 | ||
Fully-diluted common stock held (in percent) | 8.20% | ||
Funding Amount | $ 2,000,000 |
License Agreement with Carneg_4
License Agreement with Carnegie Mellon University - Consideration for License Rights (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair value of warrant liability issued | $ 453,808 | $ 492,889 |
Total consideration | $ 6,946,008 | 3,447,201 |
License Agreement with Carnegie Mellon University | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Cash consideration | 54,000 | |
Acquisition costs | 43,463 | |
Fair value of common stock | 844,600 | |
Fair value of warrant liability issued | 104,902 | |
Total consideration | $ 1,046,965 |
Equipment (Details)
Equipment (Details) - USD ($) | Sep. 30, 2020 | Sep. 30, 2019 |
Property, Plant and Equipment, Gross | $ 1,325,600 | $ 455,200 |
Accumulated depreciation | (158,666) | (24,205) |
Property, Plant and Equipment, Net | 1,166,934 | 430,995 |
Laboratory equipment | ||
Property, Plant and Equipment, Gross | 1,319,123 | 452,817 |
Office equipment | ||
Property, Plant and Equipment, Gross | $ 6,477 | $ 2,383 |
Equipment - Additional Informat
Equipment - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Equipment | ||
Depreciation | $ 100 | $ 20 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Sep. 30, 2020 | Sep. 30, 2019 |
Intangible Assets | ||
Clinical trial data | $ 250,000 | $ 250,000 |
Accumulated Amortization and impairment | (250,000) | (104,167) |
Intangible assets, net | $ 0 | $ 145,833 |
Intangible Assets - Additional
Intangible Assets - Additional information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Intangible Assets | ||
Amortization of intangible assets | $ 0.1 | $ 0.1 |
Investment (Details)
Investment (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Schedule of Equity Method Investments [Line Items] | ||
Equity in losses on equity method investment | $ 262,861 | $ 0 |
Equity in losses on equity method investment | (262,861) | 0 |
DepYmed | ||
Schedule of Equity Method Investments [Line Items] | ||
Fair value of DepYmed common shares assumed in connection with acquisition of Ohr | 487,398 | 487,398 |
Equity in losses on equity method investment | (262,861) | |
Carrying value of DepYmed common shares | 224,537 | 487,398 |
Fair value of DepYmed preferred shares assumed in connection with acquisition of Ohr | 99,020 | 99,020 |
Total Investment | 323,557 | 586,418 |
Equity in losses on equity method investment | 262,861 | |
Carrying amount of the investment | $ 323,557 | $ 586,418 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Sep. 30, 2020 | Sep. 30, 2019 |
Accrued Expenses and Other Current Liabilities | ||
Accrued compensation and benefits | $ 88,527 | $ 34,625 |
Accrued interest | 3,707 | 10,830 |
Accrued professional fees | 241,755 | 156,919 |
Accrued research and development | 41,313 | 88,553 |
Other accrued expenses | 180,581 | 114,672 |
Total accrued expenses | $ 555,883 | $ 405,599 |
Notes Payable - Insurance notes
Notes Payable - Insurance notes payable outstanding (Details) - USD ($) | Sep. 30, 2020 | Sep. 30, 2019 |
Short-term Debt [Line Items] | ||
Outstanding balance | $ 138,557 | $ 122,919 |
2020 Insurance Note | ||
Short-term Debt [Line Items] | ||
Stated Interest Rate (as a percent) | 5.25% | |
Original Principal | $ 365,430 | |
Outstanding balance | $ 138,557 | 0 |
2019 Insurance Note | ||
Short-term Debt [Line Items] | ||
Stated Interest Rate (as a percent) | 5.75% | |
Original Principal | $ 213,000 | |
Outstanding balance | $ 0 | $ 122,919 |
Notes Payable - Convertible Not
Notes Payable - Convertible Notes Payable (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Debt Instrument [Line Items] | |||
Interest expense | $ 7,686 | $ 128,951 | |
Amortization of discount | $ 0 | 94,444 | |
Convertible notes | |||
Debt Instrument [Line Items] | |||
Principal amount | $ 900,000 | ||
Interest rate (in percent) | 6.00% | ||
Purchase price factor | 90.00% | ||
Interest expense | 100,000 | ||
Amortization of discount | 100,000 | ||
Convertible notes | Pre Acquisition Financing | |||
Debt Instrument [Line Items] | |||
Debt converted (in shares) | 598,472 | ||
Debt converted per share | $ 1.6145 | ||
Debt Conversion, Right to Receive, Number of Shares | 609,874 | ||
Convertible notes | Minimum | |||
Debt Instrument [Line Items] | |||
Term of debt | 1 year | ||
Convertible notes | Maximum | |||
Debt Instrument [Line Items] | |||
Term of debt | 2 years | ||
2019 Convertible Notes Payable | |||
Debt Instrument [Line Items] | |||
Principal amount | $ 600,000 | ||
2018 Convertible Notes Payable | |||
Debt Instrument [Line Items] | |||
Convertible notes payable | $ 300,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | Jul. 12, 2019USD ($)$ / sharesshares | Jul. 11, 2019USD ($)shares | Dec. 17, 2018shares | Sep. 30, 2018USD ($)shares | Apr. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2019USD ($)$ / sharesshares |
Class of Stock [Line Items] | |||||||
Preferred stock, authorized | 10,000,000 | 10,000,000 | |||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Preferred stock, issued | 0 | 0 | |||||
Preferred stock, outstanding | 0 | 0 | |||||
Common stock, authorized | 250,000,000 | 250,000,000 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Gross proceeds | $ | $ 33,283,970 | $ 0 | |||||
Proceeds from private placement | $ | $ 0 | $ 4,957,397 | |||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable, Shares | 2,829,248 | ||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture | 5,620,000 | ||||||
Stock Issued During Period, Right to Receive, Shares, Share Based Compensation | 5,727,090 | ||||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ | $ 55 | ||||||
Stock Repurchased During Period, Shares | 1,375,000 | ||||||
Stock Repurchased, Right to Receive, Shares | 1,401,202 | ||||||
Stock Repurchased During Period, Value | $ | $ 14 | ||||||
Stock Redeemed or Called During Period, Shares | 1,375,000 | ||||||
Stock Redeemed, Right to Receive, Shares | 1,401,202 | ||||||
Common stock | |||||||
Class of Stock [Line Items] | |||||||
Common stock issued for cash (in shares) | 6,037,500 | ||||||
Ohr | |||||||
Class of Stock [Line Items] | |||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable, Shares | 2,829,248 | ||||||
License Agreement with Carnegie Mellon University | |||||||
Class of Stock [Line Items] | |||||||
Stock Issued During Period, Right to Receive, Shares | 820,000 | 835,625 | |||||
Stock Issued During Period, Shares, Purchase of Assets | 835,625 | 820,000 | |||||
Private NeuBase | |||||||
Class of Stock [Line Items] | |||||||
Exchange rate | 1.019055643 | ||||||
Convertible notes | |||||||
Class of Stock [Line Items] | |||||||
Sale of Stock, Right to Receive, Number of Shares | 609,874 | ||||||
Debt Instrument Principal with Interest | $ | $ 1 | ||||||
Convertible notes | Private NeuBase | |||||||
Class of Stock [Line Items] | |||||||
Sale of Stock, Price Per Share | $ / shares | $ 1.6145 | ||||||
Stock Issued During Period, Shares, Purchase of Assets | 598,472 | ||||||
Over-Allotment Option | |||||||
Class of Stock [Line Items] | |||||||
Common stock issued for cash (in shares) | 6,037,500 | ||||||
Stock Issued During Period Shares New Issues Additional Shares | 787,500 | ||||||
Shares Issued, Price Per Share | $ / shares | $ 6 | ||||||
Gross proceeds | $ | $ 33,300,000 | ||||||
Pre Acquisition Financing | |||||||
Class of Stock [Line Items] | |||||||
Number of shares issued in transaction | 5,202,879 | ||||||
Proceeds from private placement | $ | $ 8,300,000 | ||||||
Post Acquisition Private Placement | |||||||
Class of Stock [Line Items] | |||||||
Number of shares issued in transaction | 1,538,462 | ||||||
Sale of Stock, Price Per Share | $ / shares | $ 3.25 | ||||||
Proceeds from private placement | $ | $ 5,000,000 | ||||||
Sale of Stock, Right to Receive, Number of Shares | 5,302,005 |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants issued and outstanding (Details) | Dec. 17, 2018USD ($)shares | Sep. 30, 2020USD ($)EquityInstruments$ / sharesshares | Sep. 30, 2019USD ($)$ / sharesshares |
Warrants [Roll Forward] | |||
Exercise Price | $ 8.73 | ||
Warrants, Outstanding at the beginning of the period | shares | 728,439 | 0 | |
Warrants, Exercised | shares | (103,787) | ||
Warrants, Redeemed | shares | (76,501) | ||
Warrants, Issued | shares | 105,000 | ||
Warrants, Expired | shares | (12,500) | ||
Warrants, Outstanding at the end of the period | shares | 820,939 | 728,439 | |
Warrants, Exercisable at the end of the period | shares | 750,939 | ||
Weighted average exercise price, Outstanding at the beginning of the period | $ 20.99 | $ 0 | |
Weighted average exercise price, Exercised | 0 | ||
Weighted average exercise price, Redeemed | 55 | ||
Weighted average exercise price, Issued | 8.73 | ||
Weighted average exercise price, Expired | 20 | ||
Weighted average exercise price, Outstanding at the end of the period | 19.44 | $ 20.99 | |
Weighted average exercise price, Exercisable at the end of the period | $ 20.44 | ||
Weighted average remaining contractual term, Outstanding at the end of the period | 1 year 8 months 12 days | 0 years | |
Weighted average remaining contractual term, Exercisable at the end of the period | 1 year 7 months 6 days | ||
Warrants vesting period | 6 months | ||
Exercise price of warrants (in dollars per share) | $ 8.73 | ||
Initial fair value of warrants | $ | $ 496,343 | $ 950,151 | |
Class of Warrant or Right, Right to Receive, Shares | shares | 103,787 | ||
CMU | |||
Warrants [Roll Forward] | |||
Assumed, Issued in connection with acquisition | shares | 103,787 | ||
Weighted average exercise price, Issued in connection with license acquired | $ 0 | ||
Ohr | |||
Warrants [Roll Forward] | |||
Assumed, Issued in connection with acquisition | shares | 804,940 | ||
Weighted average exercise price, Issued in connection with license acquired | $ 24.22 | ||
Number of Warrants Recorded as Derivative Liability | EquityInstruments | 792,440 | ||
Number of Warrants Recorded as Equity | EquityInstruments | 12,500 | ||
Warrants Acquired, Redeemed in Cash | $ | $ 100,000 | ||
License Agreement with Carnegie Mellon University | |||
Warrants [Roll Forward] | |||
Stock issued, purchase of assets | shares | 835,625 | 820,000 | |
Funding amount | $ | $ 2,000,000 | ||
Fully-diluted common stock held (in percent) | 8.20% | ||
License Agreement with Carnegie Mellon University | CMU | |||
Warrants [Roll Forward] | |||
Exercise Price | $ 10 | ||
Exercise price of warrants (in dollars per share) | $ 10 | ||
Stock issued, purchase of assets | shares | 820,000 | ||
Funding amount | $ | $ 2,000,000 | ||
Fully-diluted common stock held (in percent) | 8.20% | ||
Number of Days to Consider Qualified Sale | 30 years | ||
Class of Warrant or Right, Exercisable | shares | 101,847 | ||
December 13, 2021 | |||
Warrants [Roll Forward] | |||
Exercise Price | $ 55 | ||
Warrants, Outstanding at the end of the period | shares | 20,627 | ||
Exercise price of warrants (in dollars per share) | $ 55 | ||
April 10, 2022 | |||
Warrants [Roll Forward] | |||
Exercise Price | $ 20 | ||
Warrants, Outstanding at the end of the period | shares | 695,312 | ||
Exercise price of warrants (in dollars per share) | $ 20 | ||
July 6, 2023 | |||
Warrants [Roll Forward] | |||
Exercise Price | $ 8.73 | ||
Warrants, Outstanding at the end of the period | shares | 105,000 | ||
Exercise price of warrants (in dollars per share) | $ 8.73 |
Net Loss Per Common Share (Deta
Net Loss Per Common Share (Details) - shares | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 7,011,729 | 7,111,280 |
Common stock purchase options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 6,190,790 | 6,375,966 |
Unvested restricted stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 6,875 |
Common stock purchase warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 820,939 | 728,439 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock options (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Stock Options | ||
Outstanding, Beginning balance | 6,375,966 | 0 |
Assumed in connection with license acquired- Ohr | 106,000 | |
Granted | 444,536 | 6,269,966 |
Exercised | (31,731) | 0 |
Forfeited | (597,981) | |
Outstanding, Ending balance | 6,190,790 | 6,375,966 |
Exercisable | 4,250,243 | |
Weighted Average Exercise Price per Share | ||
Outstanding, Beginning balance | $ 2.70 | $ 0 |
Assumed in connection with license acquired- Ohr | 13.30 | |
Granted | 7.38 | 2.52 |
Exercised | 5.42 | |
Forfeited | 5.42 | |
Outstanding, Ending balance | 2.76 | $ 2.70 |
Exercisable | $ 1.36 | |
Weighted Average remaining contractual term (years) and Aggregate Intrinsic Value | ||
Outstanding | 8 years 4 months 24 days | |
Exercisable | 8 years 2 months 12 days | |
Outstanding | $ 30,616,018 | |
Exercisable | $ 27,097,326 |
Stock-Based Compensation - Key
Stock-Based Compensation - Key Assumptions Estimate Fair Value Of Stock Options (Details) | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Key assumptions used to estimate the fair value of the stock options granted | ||
Expected common stock price volatility, minimum | 78.00% | 75.60% |
Expected common stock price volatility, maximum | 84.30% | 78.40% |
Risk-free interest rate, minimum | 0.20% | 1.80% |
Risk-free interest rate, maximum | 1.80% | 2.50% |
Expected dividend yield | 0.00% | 0.00% |
Minimum | ||
Key assumptions used to estimate the fair value of the stock options granted | ||
Expected term of options (years) | 6 years | 1 year 7 months 6 days |
Maximum | ||
Key assumptions used to estimate the fair value of the stock options granted | ||
Expected term of options (years) | 7 years | 7 years |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Unvested Restricted Stock | |||
Unvested, Beginning balance | 6,875 | 0 | |
Granted | 6,980 | 1,532,984 | |
Vested | (13,855) | (1,526,109) | |
Unvested, Ending balance | 0 | 6,875 | |
Total unrecognized expense remaining | $ 0 | ||
Weighted-average years expected to be recognized over | 1 year 3 months 18 days | ||
Weighted Grant Date Fair Value Price | |||
Unvested, Beginning balance | $ 0 | $ 6.24 | $ 0 |
Granted | 7.52 | 1.31 | |
Vested | 6.89 | 1.29 | |
Unvested, Ending balance | $ 0 | $ 6.24 | $ 0 |
Unvested restricted stock | |||
Unvested Restricted Stock | |||
Weighted-average years expected to be recognized over | 0 years |
Stock-Based Compensation - Warr
Stock-Based Compensation - Warrants (Details) | Sep. 30, 2020 |
Remaining contractual term (years) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants, measurement input | 3 |
Common stock price volatility | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants, measurement input | 86.4 |
Risk-free interest rate | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants, measurement input | 0.19 |
Expected dividend yield | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants, measurement input | 0 |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock-based compensation expense (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Stock-Based Compensation expense | ||
Total stock based compensation for options granted | $ 5,194,784 | $ 8,958,966 |
General and administrative | ||
Stock-Based Compensation expense | ||
Total stock based compensation for options granted | 3,729,061 | 6,543,575 |
Research and development | ||
Stock-Based Compensation expense | ||
Total stock based compensation for options granted | $ 1,465,723 | $ 2,415,391 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional information (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Stock-Based Compensation | ||
Unrecognized compensation costs | $ 4,200,000 | |
Weighted-average amortization period | 1 year 3 months 18 days | |
Intrinsic value of stock options exercised | $ 100,000 | |
Number of stock options forfeited | 31,731 | 0 |
Weighted average grant date fair value of options granted | $ 5.23 | $ 2.31 |
Warrants issued | 105,000 | |
Warrants vesting period | 6 months | |
Exercise price of warrants (in dollars per share) | $ 8.73 | |
Initial fair value of warrants | $ 496,343 | $ 950,151 |
Unrecognized compensation costs | $ 0 | |
Remaining vesting period | 1 year 3 months 18 days | |
Unvested restricted stock | ||
Stock-Based Compensation | ||
Expiration period (in years) | 3 years | |
Weighted-average amortization period | 0 years | |
Gross proceeds from the sale of the restricted stock | $ 1,000 | |
Fair value of restricted stock vested | $ 100,000 | $ 8,200,000 |
Remaining vesting period | 0 years | |
Common stock purchase warrants | ||
Stock-Based Compensation | ||
Weighted-average amortization period | 3 months 18 days | |
Unrecognized compensation costs | $ 300,000 | |
Remaining vesting period | 3 months 18 days | |
2016 Plan | ||
Stock-Based Compensation | ||
Number of common stock authorized | 291,667 | |
Common shares were available for future grants | 147,041 | |
2019 Plan | ||
Stock-Based Compensation | ||
Number of common stock authorized | 3,783,114 | |
Common shares were available for future grants | 981,827 | |
Minimum | ||
Stock-Based Compensation | ||
Vesting period (in years) | 1 year | |
Maximum | ||
Stock-Based Compensation | ||
Vesting period (in years) | 4 years | |
Expiration period (in years) | 10 years |
Income Taxes - Components of in
Income Taxes - Components of income tax benefits, net (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Federal | ||
Deferred | $ (3,417,262) | $ (2,944,807) |
State and Local | ||
Deferred | (1,284,255) | (1,106,701) |
Change in valuation allowance | $ 4,701,517 | $ 4,051,508 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of income taxes (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Reconciliation of income taxes at the statutory federal income tax rate to net income taxes | ||
U.S. federal income tax expense at the statutory rate | (21.00%) | (21.00%) |
State income taxes, net of federal taxes | $ (7.9) | $ (7.9) |
Stock-based compensation | 1.1 | 0.4 |
Ohr acquisition | 12.8 | |
Other permanent items | 0.8 | 0.7 |
Change in valuation allowance | $ 27 | $ 15 |
Income Taxes - Deferred tax ass
Income Taxes - Deferred tax assets and liabilities (Details) - USD ($) | Sep. 30, 2020 | Sep. 30, 2019 |
Deferred tax assets | ||
Net operating loss carryforwards | $ 5,769,484 | $ 2,078,877 |
Stock-based compensation | 3,141,385 | 1,922,438 |
Amortization | 266,360 | 286,526 |
Service warrant | 67,776 | |
Total deferred tax assets | 9,245,005 | 4,287,841 |
Deferred tax liabilities | ||
Depreciation | (274,957) | (19,310) |
Prepaid expenses | (205,116) | (205,116) |
Total deferred tax liabilities | (480,073) | (224,426) |
Valuation allowance | $ (8,764,932) | $ (4,063,415) |
Income Taxes - Additional infor
Income Taxes - Additional information (Details) | 12 Months Ended |
Sep. 30, 2020USD ($) | |
Operating Loss Carryforwards [Line Items] | |
Effective tax rate | 0.00% |
Operating loss carryforwards | $ 20,000,000 |
Income tax related interest or penalties assessed or recorded | 0 |
Uncertain tax positions | 0 |
Federal | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 20,000,000 |
State | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 20,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands | 12 Months Ended |
Sep. 30, 2019USD ($) | |
LifeX | |
Related Party Transaction [Line Items] | |
Related Party Transaction, incurred expenses | $ 10 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Commitments and Contingencies | ||
Operating Leases, Rent Expense, Net | $ 100 | $ 40 |
Operating Leases, Future Minimum Payments Due, Next Twelve Months | $ 20 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event | 1 Months Ended |
Oct. 31, 2020USD ($)ft² | |
Term of the lease | 10 years |
Lessee, Operating Lease, Existence of Option to Extend [true false] | true |
Extension term of the lease | 5 years |
Area of property under lease (in sq ft) | ft² | 14,189 |
Minimum | |
Base rent payable per month | $ 63,000 |
Maximum | |
Base rent payable per month | $ 70,000 |